COMMONWEALTH OF VIRGINIA

BUSINESS REGISTRATION GUIDE

A Cooperative Effort By: The State Corporation Commission The Virginia Employment Commission The Department of Taxation

8th Edition 2005

Welcome to Virginias business community.

This guide is designed for new businesses operating in the Commonwealth or deriving income from Virginia sources. You are required to register with several state and local agencies, and to help you in the process, the State Corporation Commission (SCC), the Virginia Employment Commission (VEC), and the Department of Taxation (TAX) have developed this guide. Included is a flowchart of the seven steps to follow in registering a new business. Immediately following is a brief explanation of each step and a list of registration requirements for the SCC, VEC, and TAX. Also included is a brief description of other agencies you may need to contact before opening a new business. And finally, registration forms and instructions are also enclosed. Information in this guide is current as of July 2005 and is believed to be accurate. It may be advisable to contact the contributing agency for the most current information. Agency contact information is contained within the guide. The Virginia Business Information Center (VBIC), a division of the Department of Business Assistance, is another resource that can serve as a one stop gateway for answers to your questions and information on how to obtain assistance and action from state government agencies and their programs. Website: www.dba.virginia.gov; E-mail: vbic@dba.virginia.gov. Toll free: 1 (866) 248-8814 Direct: (804) 371-0438

NOTE: This guide is intended only to provide answers to the basic or most frequently asked questions concerning business registration requirements. It is not intended to provide advice on which business type best suits your needs or how to start up and operate a business. To ensure that you will operate your business within the law and in a manner to best protect your interests, you should seek legal or other professional advice as may be appropriate.

INTRODUCTION
iii

TABLE OF CONTENTS
INTRODUCTION...iii REGISTRATION PROCESS FLOW CHART..v

STEP 1:

Determine Your Business Entity Type...1

STEP 2:

Registration Requirements for the State Corporation Commission.5 State Corporation Commission Forms

STEP 3:

Determine if You Are Required to Obtain a Federal Employer Identification Number (EIN)...9 Internal Revenue Service Forms

STEP 4:

Determine if You Will be Liable for Unemployment Tax11 Registration Requirements for the Virginia Employment Commission12 Virginia Employment Commission Forms

STEP 5:

Registration Requirements for the Virginia Department of Taxation.13 Department of Taxation Forms

STEP 6:

Contact Your Local Commissioner of the Revenue or Town Administrator to Satisfy Local License Tax Requirements...17 Contact Other State Agencies to Determine Which Licenses or Permits Apply....18

STEP 7:

TABLE OF CONTENTS
iv

CHART

REGISTRATION PROCESS
STEP 1
Determine Business Entity Type General Partnership, Limited Partnership, Corporation, Business Trust, or Limited Liability Company?

NO

YES

Sole Proprietorship

STEP 2 Register with the State Corporation Commission

STEP 3 Obtain a Federal Employer Identification Number STEP 4 NO Will you be liable for Virginia Unemployment Tax? STEP 5 Register with the Department of Taxation (Complete Form R-1) STEP 6 Satisfy local license requirements Register with the Virginia Employment Commission (Complete Form VEC-FC-27) YES

STEP 7 Contact other State agencies

DETERMINE YOUR BUSINESS ENTITY TYPE

State and local registration will vary depending on the business entity type. In order to complete the necessary registration forms, you must first determine which of these categories applies to your business. The most common forms of business entities are described below and on the following pages.

SOLE PROPRIETORSHIP
A sole proprietorship is an unincorporated business that is owned and operated by one person. This person is entitled to all profits and is personally liable for all obligations of the business.

GENERAL PARTNERSHIP
A general partnership (sometimes simply referred to as a partnership) is an association of two or more persons to carry on as co-owners a business for profit. Each partner contributes money, property, and/or services, and agrees to share in the profits or losses of the business. Ordinarily, each partner is liable for all obligations of the partnership.

LIMITED PARTNERSHIP
A limited partnership is a partnership formed by two or more persons and having at least one general partner and one limited partner. General partners retain control over the management of the limited partnership and, ordinarily, are liable for all obligations of the limited partnership. Limited partners invest money, property and/or services in the business and are entitled to share in the profits or losses. The limited partners' liability usually is limited to the extent of their investment. A Virginia limited partnership is created by filing a Certificate of Limited Partnership with the State Corporation Commission. A limited partnership created under the laws of another state, country or jurisdiction is called a foreign limited partnership. It must register with the State Corporation Commission before it transacts business in Virginia.

STEP 1
1

STEP 1
2

CORPORATION
A corporation is an entity with a legal existence apart from its owners. Corporations must comply with federal laws and with the laws of each state in which business is conducted. Under Virginia corporate law, corporations are classified as stock or nonstock and domestic or foreign. A domestic corporation is a stock or nonstock corporation created under Virginia law by filing articles of incorporation with the State Corporation Commission. A foreign corporation is a stock or nonstock corporation created under the laws of another state, country or jurisdiction. Every foreign corporation must register with the State Corporation Commission before transacting business in Virginia. A stock corporation is authorized to issue shares of stock to raise capital and usually is organized for profit. A nonstock corporation is not authorized to issue shares of stock and usually is organized for not-for-profit purposes. A professional corporation is one type of corporation which may be organized and authorized to do business in Virginia as a stock or nonstock corporation. It consists of a group of people authorized to perform certain professional services in the corporate form. Virginia law limits such services to the personal services rendered by the following: pharmacists, optometrists, physical therapists, physical therapist assistants, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law, insurance consultants, audiologists or speech pathologists, and clinical nurse specialists.

BUSINESS TRUST
A business trust is an unincorporated business, trust or association governed by a governing instrument that provides for the property or activities of the business trust to be owned, managed or carried on by at least one trustee for the benefit of at least one beneficial owner. It is a separate legal entity whose beneficial owners are normally entitled to the same limitation of personal liability as are shareholders of a Virginia stock corporation. A domestic business trust is created under Virginia law by filing articles of trust with the State Corporation Commission. A foreign business trust is created under the laws of another state, country or jurisdiction. Every foreign business trust must register with the State Corporation Commission before transacting business in Virginia.

LIMITED LIABILITY COMPANY

A limited liability company is an unincorporated association usually having one or more members. It is a separate legal entity that limits the personal liability of all of its owners. Internal Revenue Service regulations allow a limited liability company to choose whether to be taxed as a corporation or as a partnership. A domestic limited liability company is created under Virginia Law by filing articles of organization with the State Corporation Commission. A foreign limited liability company is created under the laws of another state, country or jurisdiction. Every foreign limited liability company must register with the State Corporation Commission before transacting business in Virginia. A professional limited liability company is organized to perform a professional service in the LLC form. The personal services authorized to be performed are the same as those listed under the professional corporation category.

FREQUENTLY ASKED QUESTIONS

What is a Registered Agent? This is the person upon whom legal process or notice directed to the business entity can be served. The registered agent's sole statutory duty is to forward to the business entity such process or notice. A business entity is deemed to have received legal process or notice when it is served on its registered agent. To qualify as the registered agent of a business entity, the registered agent must have a business office in Virginia. If the registered agent is an individual, the individual must be a resident of Virginia. The registered agent may also be a Virginia or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership that is authorized to transact business in Virginia. What is the purpose of identifying the city or county in which the registered office is located? To facilitate service of process on the registered agent, the Code of Virginia requires disclosure of the jurisdiction in which the registered office is located. In Virginia, a city is a separate locality from the surrounding counties. However, some post office addresses may not accurately indicate the locality in which they are located. For example, a Richmond post office address may be physically located in the county of Henrico or Chesterfield. Also, some cities and counties have identical names, such as Fairfax and Franklin.

STEP 1
3

STEP 1

What are the major differences between a stock corporation and a nonstock corporation? A stock corporation usually is formed by persons who want to establish a forprofit business. The articles of incorporation of a stock corporation must include authority for the corporation to issue at least one share of stock. A nonstock corporation usually is formed by persons who want to establish a not-for-profit business, such as a tax-exempt, charitable organization or a property owners association. The articles of incorporation of a nonstock corporation cannot include authority for the corporation to issue stock. In addition, the nonstock corporation law prohibits a nonstock corporation from paying dividends or distributing its income to its members, directors and officers, except upon liquidation. What is a registered limited liability partnership (LLP)? This is a status granted to a general partnership or limited partnership that has registered as a limited liability partnership in its home state. Virginia general partnerships and limited partnerships obtain status as a LLP by filing with the State Corporation Commission a Statement of Registration as a Domestic Limited Liability Partnership (Commission form UPA-132). A foreign general partnership or limited partnership that has obtained LLP status in its home state must file a Statement of Registration as a Foreign Limited Liability Partnership (Commission form UPA-138) before conducting business in Virginia. A general partner in a partnership that has obtained LLP status is protected from personal liability for all partnership debts that arise after such registration. (Forms UPA132 and UPA-138 can be obtained by contacting the Clerk's Office, see page 7). Where can I find the Virginia laws related to the business entities that are registered with the Commission? Information about a softbound book containing the Virginia Stock and Nonstock Corporation Acts, the Virginia Limited Liability Company Act, the Virginia Business Trust Act, the Virginia Revised Uniform Limited Partnership Act, and the Virginia Uniform Partnership Act may be obtained from the Clerk of the State Corporation Commission. Contact the Clerk's Office for details (see page 7). Also, the Code of Virginia is available on the Internet at http://legis.state.va.us/ laws/codeofva.htm.

REGISTER WITH THE VIRGINIA STATE CORPORATION COMMISSION

To register with the State Corporation Commission, you must first determine your business entity type (See STEP 1). Next, refer to the list below to determine if you are required to file with the State Corporation Commission and to identify those forms you must complete. (Addresses and forms for the State Corporation Commission are located at the end of this step.)

Sole Proprietorship

You do not need to file with the State Corporation Commission or with the Clerk of the Circuit Court. However, see the assumed name filing requirements on the next page. Partnership statements may be filed with the State Corporation Commission. Complete a Statement of Partnership Authority (Form UPA-93) and file with the Commission. A duly authenticated copy of a Statement that is filed in an office in another state may be filed with the Commission. Complete a Certificate of Limited Partnership (Form LPA-73.11) and file it with the State Corporation Commission. Complete an Application For Registration of Foreign Limited Partnership (Form LPA-73.54) and file it with the State Corporation Commission.

General Partnership

Limited Partnership Foreign Limited Partnership Stock Corporation Nonstock Corporation Professional Corporation Foreign Corporation

Complete Articles of Incorporation (Form SCC 619) and file them with the State Corporation Commission. Complete Articles of Incorporation (Form SCC 819) and file them with the State Corporation Commission. Complete Articles of Incorporation (Form SCC 544) and file them with the State Corporation Commission. Complete an Application for a Certificate of Authority to Transact Business in Virginia (Form SCC 759/921) and file it with the State Corporation Commission. Complete Articles of Organization (Form LLC-1011) and file them with the State Corporation Commission.

Domestic Limited Liability Company

STEP 2
5

STEP 2

Professional Limited Liability Company Foreign Limited Liability Company Business Trust

Complete Articles of Organization for a Professional Limited Liability Company (Form LLC-1103) and file them with the State Corporation Commission.

Complete an Application for Registration as a Foreign Limited Liability Company (Form LLC-1052) and file it with the State Corporation Commission.

Complete Articles of Trust (Form BTA-1212) and file them with the State Corporation Commission.

Foreign Business Trust

Complete an Application for Registration as a Foreign Business Trust (Form BTA-1242) and file it with the State Corporation Commission.

Assumed or Fictitious Business Name: If business is conducted in Virginia under a name other than the legal business name, an assumed or fictitious name certificate must be filed in the Office of the Clerk of the Circuit Court in each county or city where business is to be conducted. In addition, if the entity is a limited partnership, a limited liability company, or a corporation, it must obtain a copy of each fictitious name certificate, attested by the Clerk of the Circuit Court where the original was filed, and file it with the Clerk of the State Corporation Commission.

Contacting the SCC: The addresses and telephone numbers for the Clerks Office of the State Corporation Commission are listed below. These should be used if there are questions about registering a corporation, a general partnership, a limited partnership, a business trust, or a limited liability company and to obtain forms from the State Corporation Commission. Mailing Address: State Corporation Commission Post Office Box 1197 Richmond, VA 23218-1197 Street Address: State Corporation Commission Tyler Building, First Floor 1300 East Main Street Richmond, VA 23219

Telephone (804) 371-9733 (866) 722-2551 (Toll-Free in Virginia) Website: www.scc.virginia.gov/division/clk/index.htm

In addition to registering with the Clerks Office as a corporation, general partnership, limited partnership, business trust or limited liability company, you may need to contact one or more of the divisions of the State Corporation Commission listed below to comply with other laws. Bureau of Financial Institutions (804) 371-9657. For state chartered banks, trust companies, savings and loan associations, industrial loan associations, credit unions, mortgage lenders and brokers, consumer finance companies, financial institution holding companies, money order sellers, nonprofit debt counseling agencies and check cashers. Bureau of Insurance (804) 371-9741. For insurance companies and agents, prepaid legal and health service plans, health maintenance organizations, premium finance companies, continuing care providers, home protection companies, automobile clubs, viatical settlement providers and multiple employer welfare providers. Communications (804) 371-9420. For local exchange telephone companies, intrastate long distance companies, and private pay telephone providers. Energy Regulation (804) 371-9611. For gas and electric companies, electric cooperatives and companies furnishing water or sewerage facilities, heat, chilled water and chilled air. Public Service Taxation (804) 371-9679. For the assessment of all property of electric, gas, water and telecommunication companies, state license tax on electric, gas and water companies, rolling stock of certificated motor vehicle carriers of passengers, and the special regulatory revenue taxes on public service companies.

STEP 2
7

STEP 2

Public Utility Accounting (804) 371-9950. For public service companies and gas and electric companies that issue and/or dispose of assets and/or securities. Utility and Railroad Safety (804) 371-9980. For the Miss Utility program and railroads. Securities and Retail Franchising (804) 371-9051. For publicly offered securities, broker-dealers, securities salesmen, financial planners and investment advisors, retail franchises, and intrastate trademarks and service marks. Uniform Commercial Code (Clerks Office) (804) 371-9733 or ((866) 722-2551 Toll-free in Virginia)). For financing statements, amendments, termination statements, assignments and releases by secured parties under the UCC-secured transactions; for notices of tax liens against corporations and partnerships under the Uniform Federal Lien Registration Act.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION UPA-93 (07/05) STATEMENT OF PARTNERSHIP AUTHORITY

The undersigned present this statement of partnership authority pursuant to 50-73.93 of the Code of Virginia. 1. The name of the partnership is ____________________________________________________________________________. 2. A. The partnership was formed under the laws of ____________________________________.
(state or country)

B. (Mark if applicable:) The partnership was previously authorized or registered with the Commission to transact business as a foreign business entity. (See instructions.)
Set forth the additional required information on an attachment.

3.

The address, including the street and number, if any, of the partnerships chief executive office is ____________________________________________________________________________.
(number/street) (city or town) (state) (zip)

4.

The address, including the street and number, if any, of one office of the partnership in this Commonwealth (if any) is _____________________________________________________________, VA ___________.
(number/street) (city or town) (zip)

5.

(Mark applicable box)

The names and mailing addresses of all of the partners are: Name Address ____________________________________________ ____________________________________________

______________________________

______________________________

____________________________________________ ____________________________________________

OR

The name and mailing address of an agent appointed and maintained by the partnership for the purpose of maintaining a list of the names and mailing addresses of all of the partners are: Name Address ____________________________________________ ____________________________________________

______________________________ 6.

The name(s) of the partner(s) authorized to execute an instrument transferring real property held in the name of the partnership is (are): ______________________________________
(name)

___________________________________
(name)

7. 8.

(Optional): State the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter. Signatures of partners (must be executed by at least two): The individuals executing this document personally declare under penalty of perjury that the contents are accurate. _________________________________
(signature)

____________________________
(printed name)

__________
(date)

_________________________________
(signature)

____________________________
(printed name)

__________
(date)

Telephone number (optional): ________________________________________

SEE INSTRUCTIONS ON THE REVERSE

INSTRUCTIONS

Section 50-73.83 of the Code of Virginia requires that this statement be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. This form may be modified to provide for additional partner listings and signatures. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. This statement may, but is not required to, be filed with the State Corporation Commission. See 50-73.83 A of the Code of Virginia. This statement does not constitute the formation of a partnership. If the partnership was previously authorized or registered to transact business in Virginia as a foreign corporation, limited liability company, business trust, limited partnership or registered limited liability partnership, with respect to every such prior authorization or registration, set forth, on an attachment, the name of the entity, the entitys type, the state or other jurisdiction of incorporation, organization or formation; and the identification number that was issued to the entity by the Commission. Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five years after the date on which the statement, the most recent renewal, or the most recent amendment, was filed with the Commission. See 50-73.93 G of the Code of Virginia. The person who files this statement shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. See 50-73.83 E of the Code of Virginia. If the statement names an agent in paragraph number 4 in lieu of naming partners, the agent shall maintain a list of the names and mailing addresses of all the partners and make it available to any person on request for good cause shown. See 50-73.93 B of the Code of Virginia. The statement must designate the name(s) of the partner(s) authorized to execute an instrument transferring an interest in real estate held in the name of the partnership. See 50-73.93 A (1)(d) of the Code of Virginia. The name of one or more partners must be set forth in paragraph 5. This statement must be signed by at least two partners. Each person signing this statement must set forth his or her printed name next to or beneath his or her signature. A person signing on behalf of a partner that is a business entity should set forth the business entitys name, his or her printed name, and the capacity in which he or she is signing on behalf of the business entity. See 50-73.83 C of the Code of Virginia. Submit the original, signed statement to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $25.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or tollfree in Virginia, 1-866-722-2551.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LPA-73.11 (07/05) CERTIFICATE OF LIMITED PARTNERSHIP

This certificate of limited partnership is presented for filing pursuant to 50-73.11 of the Code of Virginia. 1. The name of the limited partnership is ___________________________________________________________________________________. 2. The post office address, including the street and number, if any, of the specified office where the records shall be maintained pursuant to 50-73.8 of the Code of Virginia is ___________________________________________________________________________________.
(number/street) (city or town) (state) (zip)

3. A. The initial registered agent's name is ___________________________________________________. B. The registered agent is (mark appropriate box): (1) an INDIVIDUAL who is a resident of Virginia and a general partner of the limited partnership. an officer or director of a corporation that is a general partner of the limited partnership. a general partner of a general partner of the limited partnership. a member or manager of a limited liability company that is a general partner of the limited partnership. a trustee of a trust that is a general partner of the limited partnership. a member of the Virginia State Bar. OR (2) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia. 4. The registered agents business office address, including the street and number, if any, is ___________________________________________________________________, VA __________,
(number/street) (city or town) (zip)

which is physically located in the county or city of ______________________________________. 5. The name, post office address, including the street and number, if any, and SCC ID # (if assigned) of each general partner is: __________________________________________________________________________________
(name and SCC ID #, if assigned) (state of formation (optional))

__________________________________________________________________________________
(number/street) (city or town) (state) (zip)

__________________________________________________________________________________
(name and SCC ID #, if assigned) (state of formation (optional))

__________________________________________________________________________________
(number/street) (city or town) (state) (zip)

Check and complete if applicable: The following general partners are serving, without more, as a general partner of the limited partnership and do not otherwise transact business in Virginia. See 13.1-757, 13.1-1059 and/or 50-73.61 of the Code of Virginia. __________________________________________________________________________________ 6. The latest date upon which the limited partnership is to be dissolved and its affairs wound up is _____________. 7. Signature(s) of all general partner(s): ______________________________________________
(signature)

________________
(date)

______________________________________________
(printed name and title)

______________________________
(telephone number (optional))

______________________________________________
(signature)

________________
(date)

______________________________________________
(printed name and title)

______________________________
(telephone number (optional))

INSTRUCTIONS ON THE REVERSE

INSTRUCTIONS The certificate must be in the English language, typewritten or printed in black, legible and reproducible. See 50-73.17 of the Code of Virginia. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. This form may be modified to provide for additional general partner listings and signatures. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. The name of the limited partnership must contain the words "Limited Partnership" or "a Limited Partnership," the abbreviation "L.P." or LP; provided, however, that if the limited partnership is also applying for registered limited liability partnership status pursuant to 50-73.132 of the Code of Virginia, the name must include either (1) (a) the words limited partnership or a limited partnership, or the abbreviation L.P. or LP and (b) the words Registered Limited Liability Partnership or Limited Liability Partnership, the abbreviation R.L.L.P. or L.L.P. or the designation RLLP or LLP, or (2) the words Registered Limited Liability Limited Partnership or Limited Liability Limited Partnership, the abbreviation R.L.L.L.P. or L.L.L.P. or the designation RLLLP or LLLP. See 50-73.2 of the Code of Virginia. The proposed limited partnership name must be distinguishable upon the records of the Commission. See 50-73.2 of the Code of Virginia. To check the availability of a limited partnership name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. The specified office is the location at which a current list of the full name and last known address of each general partner of the limited partnership is kept, as well as the other limited partnership information and records specified in 50-73.8 of the Code of Virginia. See 50-73.4 of the Code of Virginia. The specified office address must include a street and number, if any. A rural route and box number may only be used if no street address is associated with the specified offices location. A registered limited liability partnership may not serve as its own registered agent. The registered agents business office address must include a street and number, if any. A rural route and box number may only be used if no street address is associated with the location of the registered agents business office. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the location of the registered agents business office. Set forth the name of the county or independent city in which the office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. This certificate must include the SCC ID number of each general partner that is of record with the State Corporation Commission. See 50-73.11 A 3 of the Code of Virginia. This certificate must be signed by all of the general partners. Any person may sign a certificate by an attorney-in-fact. Each person signing this certificate must set forth his or her printed name next to or beneath his or her signature. A person signing on behalf of a general partner that is a business entity should set forth the business entitys name, his or her printed name, and the capacity in which he or she is signing on behalf of the business entity. As provided in 50-73.15 C of the Code of Virginia, the execution of this certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated herein are true. Submit the original, signed certificate to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LPA-73.54 (07/05) APPLICATION FOR REGISTRATION OF FOREIGN LIMITED PARTNERSHIP

The undersigned foreign limited partnership, for the purpose of registering to transact business in the Commonwealth of Virginia pursuant to the provisions of 50-73.54 of the Code of Virginia, hereby states: 1. The name of the foreign limited partnership is (include, if required, any for use in Virginia name in parentheses): ___________________________________________________________________________________ ___________________________________________________________________________________. 2. The limited partnership was formed under the laws of ________________________________________
(state or country)

on ___________________________________.
(date of formation)

3. (Mark if applicable:) The limited partnership was previously authorized or registered with the Commission to transact business in Virginia as a foreign business entity. (See instructions.) Set forth the additional required
information on an attachment.

4. A. The VIRGINIA registered agent's name is _______________________________________________. B. The registered agent is (mark appropriate box): (1) an INDIVIDUAL who is a resident of Virginia and a general partner of the limited partnership. an officer or director of a corporation that is a general partner of the limited partnership. a general partner of a general partner of the limited partnership. a member or manager of a limited liability company that is a general partner of the limited partnership. a trustee of a trust that is a general partner of the limited partnership. a member of the Virginia State Bar. OR (2) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia. 5. The limited partnerships VIRGINIA registered office address, including the street and number, if any, which is identical to the business office of the registered agent, is _____________________________________________________________, VA __________________,
(number/street) (city or town) (zip)

which is physically located in the county or city of _______________________________________. 6. The name, post office address, including the street and number, if any, and SCC ID # (if assigned) of each general partner are: ____________________________________________________________________________________
(name and SCC ID #, if assigned) (state of formation (optional))

____________________________________________________________________________________
(number/street) (city or town) (state) (zip)

____________________________________________________________________________________
(name and SCC ID #, if assigned) (state of formation (optional))

____________________________________________________________________________________
(number/street) (city or town) (state) (zip)

Check and complete if applicable: The following general partners are serving, without more, as a general partner of the limited partnership and do not otherwise transact business in Virginia. See 13.1-757, 13.1-1059 and/or 50-73.61 of the Code of Virginia. ____________________________________________________________________________________ 7. The Clerk of the Commission is irrevocably appointed as the agent of the limited partnership for service of process if no registered agent has been appointed under 50-73.4 of the Code of Virginia or, if appointed, the registered agent's authority has been revoked or if the registered agent either has resigned or cannot be found or served with the exercise of reasonable diligence. [OVER]

8. The post office address, including the street and number, if any, of the foreign limited partnerships principal office is ___________________________________________________________________________________.
(number/street) (city or town) (state) (zip)

9. The post office address, including the street and number, if any, of the specified office of the foreign limited partnership required to be maintained by 50-73.4, at which a list of the names, addresses and capital contributions of the limited partners will be kept until the cancellation or withdrawal of the foreign limited partnership's registration in Virginia is ___________________________________________________________________________________.
(number/street) (city or town) (state) (zip)

10. An authenticated copy of the applicants certificate of limited partnership and other constituent documents are submitted herewith. (See instructions.) 11. The undersigned general partner of the limited partnership declares that the foregoing is true to the best of his/her knowledge, information and belief. ___________________________________________________________________________________
(signature of general partner) (printed name of general partner) (title) (date) (telephone number (optional))

___________________________________________________________________________________ INSTRUCTIONS
Section 50-73.17 of the Code of Virginia requires that this application be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. The limited partnerships name must be set forth in paragraph 1 exactly as it appears in its certificate of limited partnership, as amended, without alteration or abbreviation. If the name of the limited partnership does not contain the words "limited partnership" or "a limited partnership" or the abbreviation "L.P." or LP, the limited partnership must add one of the foregoing to its name for use in Virginia. If the limited partnerships real name is unavailable, it must adopt a designated name for use in Virginia. State the for use in Virginia name in parentheses on the first line of the application, following the limited partnerships real name. See 50-73.54 and 50-73.56 of the Code of Virginia. To check the availability of a limited partnership name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. If the limited partnership was previously authorized or registered to transact business in Virginia as a foreign corporation, limited liability company, business trust, limited partnership or registered limited liability partnership, with respect to every such prior authorization or registration, set forth, on an attachment, the name of the entity, the entitys type, the state or other jurisdiction of incorporation, organization or formation; and the identification number that was issued to the entity by the Commission. The address of the specified office and the principal office must include a street address. A rural route and box number may only be used if no street address is associated with the specified office or principal offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the specified office or principal offices location. See 50-73.54 of the Code of Virginia. A registered limited liability partnership may not serve as its own registered agent. The registered office address must include the street and number, if any. See 50-73.54 of the Code of Virginia. A rural route and box number may only be used if no street address is associated with the location of the registered agents business office. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the location of the registered agents business office. Set forth the name of the county or independent city in which the office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. Use an attachment to set forth additional general partner names and addresses. This application must include the SCC ID number of each general partner that is of record with the State Corporation Commission. The application must be signed in the name of the limited partnership by a general partner. Any person may sign the application by an attorney-in-fact. Every person executing a document shall sign it and print his or her name next to or beneath his signature and the capacity in which he or she signs. As provided in 50-73.15 C of the Code of Virginia, the execution of this application by a general partner constitutes an affirmation under the penalties of perjury that the facts stated herein are true. The application must be submitted to the Clerk of the Commission with a certified or otherwise authenticated copy of the limited partnerships certificate of limited partnership or other constituent documents, including all amendments and mergers, filed in the foreign limited partnerships state or other jurisdiction of formation, authenticated within the past 12 months under the original signature and seal of the Secretary of State or other official having custody of limited partnership records in the state or other jurisdiction under whose law it is formed. The certificate of the Secretary of State or other public official having custody of limited partnership records must indicate that the attached articles are a true and correct copy of the official records, or words to that effect. A Certificate of Existence/Fact/Good Standing is not acceptable. See 50-73.54 of the Code of Virginia. Submit the original, signed application and the certified copy of the limited partnerships certificate, as amended, to the Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 E. Main Street, Tyler Building, 1st floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC619 (07/05) ARTICLES OF INCORPORATION OF A VIRGINIA STOCK CORPORATION

The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, state(s) as follows: 1. The name of the corporation is ___________________________________________________________________________. 2. The number of shares authorized to be issued by the corporation is ___________________. 3. A. The name of the corporation's initial registered agent is _________________________________________________________________________. B. The initial registered agent is (mark appropriate box): (1) an individual who is a resident of Virginia and an initial director of the corporation. a member of the Virginia State Bar. OR a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

(2)

4. A. The corporation's initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is __________________________________________________________, VA _____________.
(number/street) (city or town) (zip)

B. The registered office is physically located in the county or city of ___________________. 5. The initial directors are: NAME(S)
_______________________________________

ADDRESS(ES)
____________________________________________________________ ____________________________________________________________

_______________________________________

____________________________________________________________ ____________________________________________________________

_______________________________________

____________________________________________________________ ____________________________________________________________

6. INCORPORATOR(S):
________________________________________ ________________________________________ SIGNATURE(S) ____________________________________________________________ ____________________________________________________________ PRINTED NAME(S)

Telephone number (optional): _______________________________ See instructions on the reverse.

NOTES The articles must be in the English language, typewritten or printed in black, legible and reproducible. This form contains the minimum number of provisions required by Virginia law to be set forth in the articles of incorporation of a Virginia stock corporation. If additional provisions are desired, then the complete articles of incorporation, including the additional provisions, must be typewritten on white, opaque paper 8 1/2" by 11" in size, using only one side of a page, and free of visible watermarks and background logos. A minimum of a 1" margin must be provided on the left, top and bottom margins of a page and 1/2" at the right margin. This form may not be submitted with an attachment. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. INSTRUCTIONS 1. Name: The corporate name must contain the word "corporation," "incorporated," "company" or "limited"; or the abbreviation "corp.," "inc.," "co." or "ltd." The name of the corporation may not contain any word or phrase which indicates or implies that it is organized for the purpose of conducting any business other than a business which it is authorized to conduct. The proposed name must be distinguishable upon the records of the Commission. See 13.1-630 of the Code of Virginia. To check the availability of a corporate name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. 2. Shares: List the total number of shares the corporation is authorized to issue (note: the charter fee and annual registration fee are based on the number of authorized shares). If more than one class or series of shares is to be authorized, the articles must set forth the number of authorized shares of each class or series and a distinguishing designation for each class or series (e.g., common, preferred, etc.) and set forth the preferences, rights and limitations of each class or series. See 13.1-619 and 13.1-638 of the Code of Virginia. 3. Registered agent: A. Provide the name of the registered agent. The corporation may not serve as its own registered agent. See 13.1-619 and 13.1-634 of the Code of Virginia. B. Check one of the boxes to indicate the qualification of the registered agent. The registered agent must be one of the options listed. No other person or entity may serve as the registered agent. 4. Registered office: A. The location of the registered office must be identical to the business office of the registered agent. See 13.1-634 of the Code of Virginia. The address of the registered office must include a street address. A rural route and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the registered offices location. B. Provide the name of the county or independent city where the registered office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. See 13.1-619 and 13.1-634 of the Code of Virginia. 5. Directors: If the registered agent's qualification in 3.B is that of an initial director, then the names and addresses of all the initial directors must be included in the articles of incorporation. A corporation can have directors immediately upon formation only if they are named in the articles. 6. Incorporator(s): One or more persons must sign the articles of incorporation in this capacity. See 13.1604 of the Code of Virginia. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. Submit the original, signed articles to the Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 E. Main Street, Tyler Building, 1st floor, Richmond, Virginia 23219), along with a check for the charter and filing fees for the total amount, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551. Charter fee: 1,000,000 or fewer authorized shares - $50 for each 25,000 shares or fraction thereof; more than 1 million shares - $2,500. Filing fee: $25.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC544 (07/05) ARTICLES OF INCORPORATION OF A VIRGINIA PROFESSIONAL STOCK CORPORATION

The undersigned, pursuant to Chapters 7 and 9 of Title 13.1 of the Code of Virginia, state(s) as follows: 1. The name of the professional corporation is __________________________________________________________________________________. 2. The professional corporation is organized for the sole and specific purpose of rendering the professional services of _________________________________________________________________________. 3. The number of shares authorized to be issued by the corporation is _____________________. 4. A. The name of the professional corporation's initial registered agent is _______________________________________________________________________________. B. The initial registered agent is (mark appropriate box): (1) an individual who is a resident of Virginia and an initial director of the professional corporation. a member of the Virginia State Bar. OR (2) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in Virginia. 5. A. The professional corporation's initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is ____________________________________________________________, VA _______________.
(number/street) (city or town) (zip)

B. The registered office is physically located in the county or city of _______________________. 6. The first board of directors shall have __________ member(s). 7. The initial directors are: NAME(S) _______________________________________ ADDRESS(ES) _________________________________________ _________________________________________ _______________________________________ _________________________________________ _________________________________________ 8. The undersigned INCORPORATOR(s) is (are) duly licensed or legally authorized to render the listed professional services, and at least one incorporator is so licensed or legally authorized in Virginia. ________________________________________ ________________________________________
SIGNATURE(S)

_________________________________________ _________________________________________
PRINTED NAME(S)

Telephone number (optional): _________________________________________ See instructions on the reverse.

NOTES The articles must be in the English language, typewritten or printed in black, legible and reproducible. This form contains the minimum number of provisions required by Virginia law to be set forth in the articles of incorporation of a professional stock corporation. If additional provisions are desired, then the complete articles of incorporation, including the additional provisions, must be typewritten or printed on white, opaque paper 8 1/2" by 11" in size, using only one side of a page, and free of visible watermarks and background logos. A minimum of a 1" margin must be provided on the left, top and bottom margins of a page and 1/2" at the right margin. This form may not be submitted with an attachment. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. INSTRUCTIONS 1. Name: The corporate name must contain the word "corporation," "incorporated," "company" or "limited"; or the abbreviation "corp.," "inc.," "co." or "ltd."; or the initials "P.C.," or PC; or the phrase professional corporation or a professional corporation at the end of its corporate name. The proposed name must be distinguishable upon the records of the Commission. See 13.1-544.1 and 13.1-630 of the Code of Virginia. To check the availability of a corporate name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. 2. Professional services: State the professional services the corporation is organized to render. The law limits such services to the personal services rendered by: pharmacists, optometrists, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified interior designers, certified landscape architects, public accountants, certified public accountants, attorneys-at-law, insurance consultants, audiologists or speech pathologists and clinical nurse specialists. See 13.1-543 of the Code of Virginia. 3. Shares: If a stock corporation, list the total number of shares the corporation is authorized to issue issue (note: the charter fee and annual registration fee are based on the number of authorized shares). If more than one class or series of shares is to be authorized, the articles must set forth the number of authorized shares of each class or series and a distinguishing designation for each class or series (e.g., common, preferred, etc.) and set forth the preferences, rights and limitations of each class or series. See 13.1-619 and 13.1-638 of the Code of Virginia. For the percentage of shareholders that must be licensed or authorized to render the same services for which the corporation is organized, see 13.1-549 and 13.1-549.1 of the Code of Virginia. 4. Registered agent: A. Provide the name of the registered agent. The corporation may not serve as its own registered agent. See 13.1-619 and 13.1-634 of the Code of Virginia. B. Check one of the boxes to indicate the qualification of the registered agent. The registered agent must be one of the options listed. No other person or entity may serve as the registered agent. 5. Registered office: A. The location of the registered office must be identical to the business office of the registered agent. See 13.1-634 of the Code of Virginia. The address of the registered office must include a street address. A rural route and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the registered offices location. B. Provide the name of the county or independent city where the registered office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. See 13.1-619 and 13.1-634 of the Code of Virginia. 6&7. Directors: The articles must fix the number of the corporation's first board of directors. A corporation can have directors immediately upon formation only if they are named in the articles. Thus, if the registered agent's qualification in 4.B is that of an initial director, then all the initial directors must be included. NOTE: The licensing restriction on shareholders referenced above in Instruction 3, also applies to directors. See 13.1-553 of the Code of Virginia. 8. Incorporator(s): One or more persons must sign the articles in this capacity, all incorporators must be licensed or authorized to render the listed professional services, and at least one incorporator must be licensed or authorized to render the professional services in Virginia. See 13.1-544 and 13.1-604 of the Code of Virginia. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. Submit the original, signed articles to the Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 E. Main Street, Tyler Building, 1st floor, Richmond, Virginia 23219), along with a check for the charter and filing fees for the total amount, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866722-2551. Charter fee: 1,000,000 or fewer authorized shares - $50 for each 25,000 shares or fraction thereof; more than 1 million shares - $2,500. Filing fee: $25.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC819 (07/05)

1.

ARTICLES OF INCORPORATION VIRGINIA NONSTOCK CORPORATION

The undersigned, pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, state(s) as follows: The name of the corporation is __________________________________________________________________________. 2. The corporation is to have no members. Mark this box, if applicable. OR The corporation is to have the following class(es) of members: __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ The directors of the corporation shall be elected or appointed as follows: __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________

3.

4. A. The name of the corporation's initial registered agent is __________________________________________________________________________. B. The initial registered agent is (mark appropriate box): (1) an individual who is a resident of Virginia and an initial director of the corporation. a member of the Virginia State Bar. OR (2) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in Virginia. 5. A. The corporation's initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is _________________________________________________________, VA _____________.
(number/street) (city or town) (zip)

B. The registered office is physically located in the county or city of ___________________. 6. The initial directors are (see instructions): NAME(S) _____________________________ _____________________________ _____________________________ 7. INCORPORATOR(S): _____________________________ _____________________________
SIGNATURE(S)

ADDRESS(ES) ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________ ________________________________________

PRINTED NAME(S)

Telephone number (optional): _____________________________ See instructions on the reverse.

NOTE When preparing articles of incorporation, the information must be in the English language, typewritten or printed in black, legible and reproducible. This form contains the minimum number of provisions required by Virginia law to be set forth in the articles of incorporation of a nonstock corporation. If additional provisions are desired, (e.g., to state the purpose(s) for which the corporation is organized), then you must prepare your own articles of incorporation, with the additional provisions, which must be typewritten or printed on white, opaque paper 8 1/2" by 11" in size, using only one side of a page, and free of visible watermarks and background logos. A minimum of a 1" margin must be provided on the left, top and bottom margins of a page and 1/2" at the right margin. This form may not be submitted with an attachment. For information concerning language which should be included in order to obtain tax-exempt status under the Internal Revenue Code, see IRS Publication 557, "Tax-Exempt Status for Your Organization." You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. INSTRUCTIONS 1. Name: The name of the corporation may not contain any word or phrase which indicates or implies that it is organized for the purpose of conducting any business other than a business which it is authorized to conduct. The proposed corporate name must be distinguishable upon the records of the Commission. See 13.1-829 of the Code of Virginia. To check the availability of a corporate name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. 2. Members: If the corporation is to have no members, a statement to that effect must be included in the articles. If the corporation is to have one or more classes of members, set forth the designation of such class(es) and the qualifications and rights of the members of each class, including voting rights, or provide that such membership provisions will be set forth in the corporation's bylaws. See 13.1-819 and 13.1-837 of the Code of Virginia. 3. Director selection: The articles must include a statement of the manner by which directors shall be elected or appointed, and a designation of ex officio directors, if any. See 13.1-819 and 13.1-855 of the Code of Virginia. 4. Registered agent: A. Provide the name of the registered agent. The corporation may not serve as its own registered agent. See 13.1-819 and 13.1-833 of the Code of Virginia. B. Check one of the boxes to indicate the qualification of the registered agent. The registered agent must be one of the options listed. No other person or entity may serve as the registered agent. 5. Registered office: A. The location of the registered office must be identical to the business office of the registered agent. See 13.1-833 of the Code of Virginia. The address of the registered office must include a street address. A rural route and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the registered offices location. B. Provide the name of the county or independent city where the registered office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. See 13.1-819 and 13.1-833 of the Code of Virginia. 6. Directors: There is no requirement to set forth the initial directors in the articles, however, if the registered agent's qualification in 4.B is that of an initial director, then the names and addresses of all the initial directors must be included in the articles of incorporation. A corporation can have directors immediately upon formation only if they are named in the articles of incorporation. 7. Incorporator(s): One or more persons must sign the articles of incorporation in this capacity. See 13.1-804 of the Code of Virginia. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. Submit the original, signed articles, to the Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 E. Main Street, Tyler Building, 1st floor, Richmond, Virginia 23219), along with a check for the charter and filing fees for the total amount of $75.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC759/921 (07/05) APPLICATION FOR A CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS IN VIRGINIA

Name of the corporation (include, if required, any "for use in Virginia" name in parentheses):

. State or other jurisdiction of incorporation Date of incorporation: Period of duration: .

(Mark if applicable:) The corporation was previously authorized or registered with the Commission to transact business in Virginia as a foreign business entity. (See instructions.) Set forth the additional required information on an attachment.

The corporation's principal office address, including the street and number, if any, is .
(number/street) (city or town) (state) (zip)

The name of the VIRGINIA registered agent is The registered agent is (mark appropriate box): (1) an individual who is a resident of Virginia and an officer of the corporation. a director of the corporation. a member of the Virginia State Bar.

. (2) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

OR

The foreign corporations VIRGINIA registered office address, including the street and number, if any, which is identical to the business office of the registered agent, is ________________________________________________________________, VA ______________,
(number/street) (city or town) (zip)

which is physically located in the county or city of OFFICERS: NAME AND TITLE BUSINESS ADDRESS ______________________________________________ ______________________________________________ _________________________________ DIRECTORS: NAME ______________________________________________ ______________________________________________ BUSINESS ADDRESS ______________________________________________ ______________________________________________ _________________________________ ______________________________________________ ______________________________________________ CLASS AND SERIES STOCK: NUMBER OF SHARES AUTHORIZED TO BE ISSUED

_________________________________

_________________________________

The undersigned executes this application in the name of the corporation and declares the facts stated herein to be true:

(signature)

(printed name)

(corporate title)

(date)

Telephone number (optional): ________________________________________

See important instructions on the reverse

INSTRUCTIONS When completing the application, the information must be in the English language (except the corporate name), typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. 1. Name: The name of the corporation must be set forth exactly as it appears in its charter, without alteration or abbreviation. A stock corporation name must contain the word "corporation," "incorporated," "company" or "limited"; or the abbreviation "corp.," "inc.," "co." or "ltd." If the name of the stock corporation does not satisfy this requirement, it must designate a name for use in Virginia that adds one of the foregoing words or abbreviations to its name. (Note: This requirement does not apply to nonstock corporations.) If the corporation's real name is not available, it must adopt a designated name for use in Virginia. Set forth the "for use in Virginia" name in parentheses on the first line of the application, following the corporation's true name. See 13.1-762 and 13.1-924 of the Code of Virginia. The corporations name must be distinguishable upon the records of the Commission. See 13.1-762 and 13.1-924 of the Code of Virginia. To check the availability of a corporate name or a designated name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. 2. Prior Registration: If the corporation was previously authorized or registered to transact business in Virginia as a foreign corporation, limited liability company, business trust, limited partnership or registered limited liability partnership, with respect to every such prior authorization or registration, set forth, on an attachment, the name of the entity, the entitys type, the state or other jurisdiction of incorporation, organization or formation; and the identification number that was issued to the entity by the Commission. 3. Period of duration: Unless the corporation's charter states a limited corporate life, the period of duration is "perpetual." 4. Registered office and registered agent: Provide the name of the Virginia registered agent. The registered agent must be one of the options listed. No other person or entity may serve as the registered agent. The corporation may not serve as its own registered agent. See 13.1-759 and 13.1-921 of the Code of Virginia. The location of the registered office must be identical to the business office of the registered agent. See 13.1-763 and 13.1-925 of the Code of Virginia. The registered office address must include the street name and number, if any. A rural route and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the registered offices location. Provide the name of the county or independent city where the registered office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. 5. Principal office address: The application for a certificate of authority as a foreign corporation must set forth the principal office address, including the street name and number, if any, in or out of this Commonwealth, where the principal executive office of the foreign corporation is located, or, if there is no such office, the office, in or out of this Commonwealth, so designated by the board of directors. 6. Officers: Include the names, titles and complete business addresses of all officers of the corporation. Use an attachment if needed. 7. Directors: Include the names and business addresses of all directors. Use an attachment if needed. If the corporation does not have any directors and none are required under the law of the state or country of incorporation, then a statement to that effect must be made in the space provided for director information. The trustees of a nonstock corporation, by whatever name they are called, are to be listed as directors. 8. Stock: List the total number of shares the corporation is authorized to issue (not the number of shares that have been issued), as set forth in the corporation's charter (i.e., the number in the charter must match the number on the application). Itemize by class and, if any, series within each class. Use an attachment if needed. A nonstock corporation should write NONE in this section of the application. See 13.1-759 and 13.1-921 of the Code of Virginia. 9. Signature: The application must be executed in the name of the corporation by its chairman or any vice-chairman of the board of directors, the president or any other of its officers authorized to act on behalf of the corporation. See 13.1-604 and 13.1-804 of the Code of Virginia. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. 10. Authenticated Documents IMPORTANT: The application must be submitted to the Clerk of the Commission with a certified or otherwise authenticated copy of the corporation's articles of incorporation, including all amendments and mergers, filed in the foreign corporations state or other jurisdiction of incorporation, authenticated within the past 12 months under the original signature and seal of the Secretary of State or other official having custody of corporate records in the state or other jurisdiction under whose law it is incorporated. The certificate of the Secretary of State or other public official having custody of corporate records must indicate that the attached articles are a true and correct copy of the official records, or words to that effect. A Certificate of Existence/Fact/Good Standing is not acceptable. See 13.1-759 B and 13.1-921 B of the Code of Virginia. Submit the original, signed application and the certified copy of the corporations articles of incorporation, as amended, to the Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 E. Main Street, Tyler Building, st 1 floor, Richmond, Virginia 23219), along with a check for the entrance and filing fees, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551. Stock Corporation: Entrance fee: 1,000,000 or fewer authorized shares - $50 for each 25,000 shares or fraction thereof; more than 1 million shares - $2,500. Filing fee: $25. See 13.1-615.1 and 13.1-616 of the Code of Virginia. Nonstock corporation: $75 total ($50 entrance fee plus $25 filing fee). See 13.1-815.1 and 13.1-816 of the Code of Virginia. Note: If the corporation is a professional corporation that renders professional services as that term is defined in 13.1-543 of the Code of Virginia, set forth on an attachment the name and address of each stockholder of the corporation who will be providing the professional services in Virginia and whether such stockholder is duly licensed or otherwise legally qualified to perform the professional services in Virginia. See 13.1-544.2 of the Code of Virginia.

(02/05)

CHARTER FEE / ENTRANCE FEE SCHEDULE FOR DOMESTIC AND FOREIGN CORPORATIONS FEE FORMULA

Stock Corporations Charter/Entrance Fee (Section 13.1-615.1 of the Code of Virginia) (See chart below.)

1,000,000 or fewer authorized shares in articles of incorporation, as amended: $50 for each 25,000 shares or fraction thereof more than 1,000,000 authorized shares: $2,500

Filing Fee (Section 13.1-616 of the Code of Virginia) Nonstock Corporations (Sections 13.1-815.1 and 13.1-816 of the Code of Virginia)

$25 $75 ($50 charter/entrance fee + $25 filing fee)

CHARTER FEE / ENTRANCE FEE SCHEDULE STOCK CORPORATION

Authorized shares 1 - 25,000 25,001 - 50,000 50,001 - 75,000 75,001 - 100,000 100,001 - 125,000 125,001 - 150,000 150,001 - 175,000 175,001 - 200,000 200,001 - 225,000 225,001 - 250,000 250,001 - 275,000 275,001 - 300,000 300,001 - 325,000 325,001 - 350,000 350,001 - 375,000 375,001 - 400,000 400,001 - 425,000 425,001 - 450,000 450,001 - 475,000 475,001 - 500,000 Total fees* $ 75 125 175 225 275 325 375 425 475 525 575 625 675 725 775 825 875 925 975 1,025 Authorized shares 500,001 - 525,000 525,001 - 550,000 550,001 - 575,000 575,001 - 600,000 600,001 - 625,000 625,001 - 650,000 650,001 - 675,000 675,001 - 700,000 700,001 - 725,000 725,001 - 750,000 750,001 - 775,000 775,001 - 800,000 800,001 - 825,000 825,001 - 850,000 850,001 - 875,000 875,001 - 900,000 900,001 - 925,000 925,001 - 950,000 950,001 - 975,000 975,001 -1,000,000 More than 1,000,000 authorized shares: * includes $25 filing fee Total fees* $1,075 1,125 1,175 1,225 1,275 1,325 1,375 1,425 1,475 1,525 1,575 1,625 1,675 1,725 1,775 1,825 1,875 1,925 1,975 2,025 $2,525

This form may be downloaded from our website at www.scc.virginia.gov/division/clk/fee_bus.htm.

(02/05)

ANNUAL CORPORATION REQUIREMENTS

The Commission mails an Annual Assessment Packet, containing a preprinted annual report form and a notice of annual registration fee assessment, to the registered agent of each active domestic and foreign stock and nonstock corporation at the registered office address on file with the Commission approximately 75 days before the annual report and registration fee payment are due. Annual Report (Sections 13.1-775 and 13.1-936 of the Code of Virginia) Each active domestic and foreign stock and nonstock corporation is required to file an annual report with the Commission by the last day of the month in which it was incorporated or authorized to transact business in Virginia (the due date). There is no fee for filing this form. Annual Registration Fee Stock Corporations (Section 13.1-775.1 of the Code of Virginia) (Not to be confused with charter/entrance fee) The Commission assesses each active domestic and foreign stock corporation an annual registration fee based on the number of shares it is authorized to issue as of the first day of the second month next preceding the month the corporation was incorporated or authorized to transact business in Virginia. See schedule below. Payment of the annual registration fee must be received by the Commission by the due date to avoid imposition of a penalty. Annual Registration Fee Nonstock Corporations (Section 13.1-936.1 of the Code of Virginia) (Not to be confused with charter/entrance fee) The Commission assesses each active domestic and foreign nonstock corporation an annual registration fee of $25.00 on the first day of the second month next preceding the month the corporation was incorporated or authorized to transact business in Virginia. Payment of the annual registration fee must be received by the Commission by the due date to avoid imposition of a penalty.

ANNUAL REGISTRATION FEE SCHEDULE NONSTOCK CORPORATION: STOCK CORPORATION:

Authorized shares 1 5,000 5,001 10,000 10,001 15,000 15,001 20,000 20,001 25,000 25,001 30,000 30,001 35,000 35,001 40,000 40,001 45,000 45,001 50,000 50,001 55,000 55,001 60,000 60,001 65,000 65,001 70,000 70,001 75,000 75,001 80,000 80,001 85,000 85,001 90,000 Fee $ 100 130 160 190 220 250 280 310 340 370 400 430 460 490 520 550 580 610 Authorized shares 90,001 95,000 95,001 100,000 100,001 105,000 105,001 110,000 110,001 115,000 115,001 120,000 120,001 125,000 125,001 130,000 130,001 135,000 135,001 140,000 140,001 145,000 145,001 150,000 150,001 155,000 155,001 160,000 160,001 165,000 165,001 170,000 170,001 175,000 175,001 180,000 Fee $ 640 670 700 730 760 790 820 850 880 910 940 970 1000 1030 1060 1090 1120 1150 Authorized shares 180,001 185,000 185,001 190,000 190,001 195,000 195,001 200,000 200,001 205,000 205,001 210,000 210,001 215,000 215,001 220,000 220,001 225,000 225,001 230,000 230,001 235,000 235,001 240,000 240,001 245,000 245,001 250,000 250,001 255,000 255,001 260,000 260,001 265,000 265,001 270,000 over 270,000 Fee $ 1180 1210 1240 1270 1300 1330 1360 1390 1420 1450 1480 1510 1540 1570 1600 1630 1660 1690 1700

$25

This form may be downloaded from our website at www.scc.virginia.gov/division/clk/fee_bus.htm.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LLC-1011 (07/05) ARTICLES OF ORGANIZATION OF A DOMESTIC LIMITED LIABILITY COMPANY

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows: 1. The name of the limited liability company is ___________________________________________________________________________.
(The name must contain the words "limited company" or "limited liability company" or the abbreviation "L.C.", "LC", "L.L.C." or "LLC")

2. A. The name of the limited liability companys initial registered agent is ___________________________________________________________________________. B. The registered agent is (mark appropriate box): (1) an INDIVIDUAL who is a resident of Virginia and a member or manager of the limited liability company. a member or manager of a limited liability company that is a member or manager of the limited liability company. an officer or director of a corporation that is a member or manager of the limited liability company. a general partner of a general or limited partnership that is a member or manager of the limited liability company. a trustee of a trust that is a member or manager of the limited liability company. a member of the Virginia State Bar. OR (2) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia. 3. The limited liability companys initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is ____________________________________________________________,VA ____________,
(number/street) (city or town) (zip)

which is physically located in the county or city of _______________________________. 4. The limited liability companys principal office address, including the street and number, if any, is ___________________________________________________________________________.
(number/street) (city or town) (state) (zip)

5. Organizer: __________________________________________________
(signature)

_______________________
(date)

__________________________________________________
(printed name)

_______________________
(telephone number (optional))

SEE INSTRUCTIONS ON THE REVERSE

INSTRUCTIONS Section 13.1-1003 of the Code of Virginia requires that the articles, except for the name of the entity, be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. The proposed limited liability company name must be distinguishable upon the records of the Commission. See 13.1-1012 of the Code of Virginia. To check the availability of a limited liability company name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. The limited liability company may not serve as its own registered agent. The location of the registered office must be identical to the business office of the registered agent. See 13.1-1015 of the Code of Virginia. The registered office address must include a street and number, if any. A rural route and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the registered offices location. State the name of the county or independent city in which the office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. The principal office is the office where the principal executive offices of the limited liability company are located. See 13.1-1002 of the Code of Virginia. It is also the location at which the limited liability company is required to keep a current list of the full name and last known address of each member of the limited liability company, as well as the other limited liability company information and records specified in 13.1-1028 of the Code of Virginia. The principal office address must include a street and number, if any. A rural route and box number may only be used if no street address is associated with the principal offices location. The articles must be executed by the person forming the limited liability company. See 13.1-1003 of the Code of Virginia. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LLC-1103 (07/05) ARTICLES OF ORGANIZATION FOR A DOMESTIC PROFESSIONAL LIMITED LIABILITY COMPANY

Pursuant to Chapters 12 and 13 of Title 13.1 of the Code of Virginia the undersigned states as follows: 1. The name of the professional limited liability company is ___________________________________________________________________________________.
(See instruction on reverse for name requirements)

2. The professional limited liability company is organized for the sole and specific purpose of rendering the professional services of _______________________________________________________________. 3. A. The name of the professional limited liability companys initial registered agent is ________________________________________________________________________________. B. The registered agent is (mark appropriate box): (1) an INDIVIDUAL who is a resident of Virginia and a member or manager of the limited liability company. a member or manager of a limited liability company that is a member or manager of the limited liability company. an officer or director of a corporation that is a member or manager of the limited liability company. a general partner of a general or limited partnership that is a member or manager of the limited liability company. a trustee of a trust that is a member or manager of the limited liability company. a member of the Virginia State Bar. OR (2) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia. 4. The professional limited liability companys initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is ____________________________________________________________________, VA _____________,
(number/street) (city or town) (zip)

which is physically located in the county or city of _________________________________________. 5. The professional limited liability companys principal office address, including the street and number, if any, is _____________________________________________________________________________________.
(number/street) (city or town) (state) (zip)

6. Organizer: __________________________________________________________
(signature)

_________________________
(date)

__________________________________________________________
(printed name)

_________________________
(telephone number (optional))

SEE INSTRUCTIONS ON THE REVERSE

INSTRUCTIONS Section 13.1-1003 of the Code of Virginia requires that the articles, except for the name of the entity, be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. The name must contain the words limited company or limited liability company or the abbreviation L.C., LC, L.L.C., or LLC, pursuant to 13.1-1012A of the Code of Virginia; or, in place of these words or abbreviations, the professional limited liability companys name may use the initials P.L.C., PLC, P.L.L.C., or PLLC, or the phrase professional limited company, a professional limited company professional limited liability company or a professional limited liability company at the end of its name. See 13.1-1104 of the Code of Virginia. The proposed name must be distinguishable upon the records of the Commission. See 13.1-1012 of the Code of Virginia. To check the availability of a limited liability company name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. State the professional services the company is organized to render. The law limits such services to the personal services rendered by: pharmacists, optometrists, physical therapists and physical therapists assistants, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified landscape architects, certified interior designers, public accountants, certified public accountants, attorneys at law, insurance consultants, audiologists or speech pathologists and clinical nurse specialists. See 13.1-1102 of the Code of Virginia. For the percentage of the membership interests that must be held by individuals licensed or authorized to render the services for which the company is organized, see 13.1-1111 of the Code of Virginia. The professional limited liability company may not serve as its own registered agent. The location of the registered office must be identical to the business office of the registered agent. See 13.11015 of the Code of Virginia. The registered office address must include a street and number, if any. A rural route and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the registered offices location. State the name of the county or independent city in which the office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. The principal office is the office where the principal executive offices of the limited liability company are located. See 13.1-1002 of the Code of Virginia. It is also the location at which the limited liability company is required to keep a current list of the full name and last known address of each member of the limited liability company, as well as the other limited liability company information and records specified in 13.1-1028 of the Code of Virginia. The principal office address must include a street and number, if any. A rural route and box number may only be used if no street address is associated with the principal offices location. The articles must be executed in the name of the professional limited liability company by the person forming the company (see 13.1-1003 of the Code of Virginia). It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1866-722-2551.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LLC-1052 (07/05) APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED LIABILITY COMPANY

1. The name of the foreign limited liability company is (include, if required, any for use in Virginia name in parentheses) _________________________________________________________________________________________ _________________________________________________________________________________________. 2. The foreign limited liability company was formed under the laws of ________________________________________________ on ______________________________________.
(state or country) (date of limited liability companys formation)

3. (Mark if applicable:) The limited liability company was previously authorized or registered with the Commission to transact business as a foreign business entity. (See instructions.) Set forth the additional required information on an attachment. 4. A. The name of the limited liability companys registered agent in VIRGINIA is _______________________________________________________________________________________. B. The registered agent is (mark appropriate box): (1) an INDIVIDUAL who is a resident of Virginia and a member or manager of the limited liability company. a member or manager of a limited liability company that is a member or manager of the limited liability company. an officer or director of a corporation that is a member or manager of the limited liability company. a general partner of a general or limited partnership that is a member or manager of the limited liability company. a trustee of a trust that is a member or manager of the limited liability company. a member of the Virginia State Bar. OR (2) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia. C. The limited liability companys VIRGINIA registered office address, including the street and number, if any, which is identical to the business office of the registered agent, is _____________________________________________________________________, VA _____________,
(number/street) (city or town) (zip)

which is physically located in the county or city of __________________________________________. D. The registered office and registered agent comply with the requirements of 13.1-1015 of the Code of Virginia. 5. The post office address, including the street and number, if any, of the limited liability companys principal office is _________________________________________________________________________________________.
(number/street) (city or town) (state) (zip)

6. The Clerk of the Commission is irrevocably appointed as the agent of the limited liability company for service of process if no registered agent has been appointed under 13.1-1015 of the Code of Virginia or, if appointed, the registered agent's authority has been revoked or if the registered agent either has resigned or cannot be found or served with the exercise of reasonable diligence. 7. An authenticated copy of the applicants articles of organization and other constituent documents are submitted herewith. (See instructions.) 8. The limited liability company is a foreign limited liability company as defined in 13.1-1002 of the Code of Virginia. 9. The undersigned executes this application in the name of the foreign limited liability company and declares the facts stated herein to be true: ______________________________________
(signature)

__________________
(date)

__________________________
(telephone number (optional))

______________________________________
(printed name)

_______________________________________________
(title) (see instructions for requisite signature)

INSTRUCTIONS ON THE REVERSE

INSTRUCTIONS This application, which has been prescribed by the Commission, is required to be filed with the Commission by a foreign limited liability company in order to obtain a certificate of registration to transact business in Virginia. Section 13.1-1003 of the Code of Virginia requires that the application be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. The limited liability companys name must be set forth in paragraph 1 exactly as it appears in its articles of organization, as amended, without alteration or abbreviation. If the name of the limited liability company does not contain the words "limited company" or "limited liability company," or the abbreviation "L.C.", "LC", "L.L.C." or "LLC", it must adopt a designated name for use in Virginia that adds one of the foregoing to its name. The limited liability companys name must be distinguishable upon the records of the Commission. See 13.1-1054 of the Code of Virginia. To check the availability of a limited liability company name (or a designated name), please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. If the limited liability companys real name is unavailable, it must adopt a designated name for use in Virginia. State the for use in Virginia name in parentheses on the first line of the application, following the limited liability companys real name. See 13.1-1052 and 13.1-1054 of the Code of Virginia. If the limited liability company was previously authorized or registered to transact business in Virginia as a foreign corporation, limited liability company, business trust, limited partnership or registered limited liability partnership, with respect to every such prior authorization or registration, set forth, on an attachment, the name of the entity, the entitys type, the state or other jurisdiction of incorporation, organization or formation; and the identification number that was issued to the entity by the Commission. The limited liability company may not serve as its own registered agent. The address of the registered office must include the street and number, if any, and must be identical to the business office of the registered agent. See 13.1-1015 of the Code of Virginia. A rural route and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the registered offices location. State the name of the county or independent city in which the office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. The application must set forth the post office address of the principal office of the foreign limited liability company. The address must include the street and number, if any. See 13.1-1052 of the Code of Virginia. The application must be executed on behalf of the foreign limited liability company by a person who, under the laws of the companys jurisdiction of formation, is authorized to execute post-formation articles, certificates, etc. filed with the Secretary of State or other official having custody of limited liability company records in such jurisdiction (e.g., manager or member). It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. IMPORTANT: The application must be submitted to the Clerk of the Commission with a certified or otherwise authenticated copy of the limited liability company's articles of organization or other constituent documents, and all amendments and mergers, filed in the foreign limited liability companys state or other jurisdiction of formation, authenticated within the past 12 months under the original signature and seal of the Secretary of State or official having custody of limited liability company records in the state or other jurisdiction of its formation. The certificate of the Secretary of State or other public official having custody of limited liability company records must indicate that the attached articles are a true and correct copy of the official records, or words to that effect. A Certificate of Existence/Fact/Good Standing is not acceptable. See 13.1-1052 of the Code of Virginia. Submit the original, signed application and the certified copy of the limited liability companys articles, as amended, to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION BTA1212 (07/05) ARTICLES OF TRUST OF A DOMESTIC BUSINESS TRUST

Pursuant to Title 13.1, Chapter 14, Article 2 of the Code of Virginia, the undersigned states as follows: 1. The name of the business trust is ______________________________________________________________________. 2. A. The name of the business trusts initial registered agent is ___________________________________________________________________. B. The registered agent is (mark appropriate box): (1) an INDIVIDUAL who is a resident of Virginia and a trustee or officer of the business trust an officer or director of a corporation that is a trustee of the business trust a general partner of a general or limited partnership that is a trustee of the business trust a member or manager of a limited liability company that is a trustee of the business trust a trustee of a business trust or other trust that is a trustee of the business trust a member of the Virginia State Bar OR (2) a domestic or foreign stock or nonstock corporation, limited liability company, registered limited liability partnership or business trust authorized to transact business in Virginia. 3. The business trusts initial registered office address, including the street and number, if any, which is identical to the business office of the registered agent, is ________________________________________________________, VA _________,
(number/street) (city or town) (zip)

which is physically located in the county or city of _________________________. 4. The business trusts principal office is located at ______________________________________________________________________.
(number/street) (city or town) (state) (zip)

5.

Signature(s) of person(s) forming the domestic business trust: _____________________________________

(signature)

_____________________________
(date)

_____________________________________
(printed name)

_____________________________
(telephone number (optional))

SEE INSTRUCTIONS ON THE REVERSE

INSTRUCTIONS The articles must be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. The business trust name may not include the words or phrases trust company, corporation, professional corporation, incorporated, limited company, limited liability company, professional limited liability company, limited partnership, registered limited liability partnership, limited liability partnership, registered limited liability limited partnership, or limited liability limited partnership; the abbreviations Corp., Inc., L.C., LC, L.L.C., LLC, P.C., PC, P.L.C., PLC, P.L.L.C., PLLC, L.P., LP, R.L.L.P., RLLP, L.L.P., LLP, R.L.L.L.P., RLLLP, L.L.L.P., or LLLP; or any word or phrase the use of which is prohibited by law for the business trust. See 13.1-1214 of the Code of Virginia. The proposed business trust name must be distinguishable upon the records of the Commission. See 13.1-1214 of the Code of Virginia. To check the availability of a business trust name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. The business trust may not serve as its own registered agent. The location of the registered office must be identical to the business office of the registered agent. See 13.1-1220 of the Code of Virginia. The address of the registered office must include a street address. A rural route and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the registered offices location. Set forth the name of the county or independent city in which the office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. The articles may not set forth a separate address for the mailing of correspondence to the registered office. However, a post office box may be included within the address of the registered office, as long as the street name and number are also included (e.g., street and number, P.O. box; city or town; state; zip). The principal office is the location at which a beneficial owner may inspect the business trusts governing instrument as well as other information and records specified in Section 13.1-1278 E of the Code of Virginia. See Section 13.1-1279 of the Code of Virginia. The articles must set forth the address at which the principal office is physically located, which is to include a street and number, city or town, state and zip code. See Section 13.1-1212 of the Code of Virginia. A rural route and box number may only be used if no street address is associated with the principal offices location. A post office box is not acceptable since it is not a location at which business records can be inspected. The articles may not set forth a separate address for the mailing of correspondence to the principal office. However, a post office box may be included within the address of the principal office, as long as the street name and number are also included (e.g., street and number, P.O. box; city or town; state; zip). The articles must be executed by the person(s) forming the trust. See 13.1-1202 of the Code of Virginia. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION BTA1242 (07/05) APPLICATION FOR REGISTRATION AS A FOREIGN BUSINESS TRUST

1. The name of the foreign business trust is (include, if required, any for use in Virginia name in parentheses) ___________________________________________________________________________________ ___________________________________________________________________________________. 2. The business trust was formed under the laws of ___________________________________________ on ______________________________.
(state or country) (date of business trusts formation)

3. (Mark if applicable:) The business trust was previously authorized or registered with the Commission to transact business in Virginia as a foreign business entity. (See instructions.) Set forth the additional required
information on an attachment.

4. A. The name of the business trusts registered agent in VIRGINIA is ________________________________________________________________________________. B. The registered agent is (mark appropriate box): (1) an INDIVIDUAL who is a resident of Virginia and a trustee or officer of the business trust an officer or director of a corporation that is a trustee of the business trust a general partner of a general or limited partnership that is a trustee of the business trust a member or manager of a limited liability company that is a trustee of the business trust a trustee of a business trust or other trust that is a trustee of the business trust a member of the Virginia State Bar OR (2) a domestic or foreign stock or nonstock corporation, limited liability company, registered limited liability partnership or business trust authorized to transact business in Virginia. C. The business trusts VIRGINIA registered office address, including the street and number, if any, which is identical to the business office of the registered agent, is __________________________________________________________________, VA __________,
(number/street) (city or town) (zip)

which is physically located in the county or city of ____________________________________. 5. The Clerk of the Commission is irrevocably appointed as the agent of the foreign business trust for service of process if no registered agent has been appointed under 13.1-1220 of the Code of Virginia or, if appointed, the registered agent's authority has been revoked or if the registered agent either has resigned or cannot be found or served with the exercise of reasonable diligence. 6. The post office address, including the street and number, if any, of the foreign business trusts principal office is ___________________________________________________________________________________.
(number/street) (city or town) (state) (zip)

7. An authenticated copy of the applicants articles of trust and other constituent documents are submitted herewith. (See instructions.) 8. The foreign business trust is a foreign business trust as defined in 13.1-1201 of the Code of Virginia. 9. The undersigned executes this application in the name of the business trust and declares the facts stated herein to be true: ______________________________________
(signature)

________________
(date)

_______________________
(telephone number (optional))

______________________________________
(printed name)

__________________________________________
(title)

INSTRUCTIONS ON THE REVERSE

INSTRUCTIONS
This application must be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. The business trusts name must be set forth in item 1 exactly as it appears in its articles of business trust, as amended, without alteration or abbreviation. If the name of the business trust contains one of the following words or phrases trust company, corporation, professional corporation, incorporated, limited company, limited liability company, professional limited liability company, limited partnership, registered limited liability partnership, limited liability partnership, registered limited liability limited partnership, or limited liability limited partnership; the abbreviations Corp., Inc., L.C., LC, L.L.C., LLC, P.C., PC, P.L.C., PLC, P.L.L.C., PLLC, L.P., LP, R.L.L.P., RLLP, L.L.P., LLP, R.L.L.L.P., RLLLP, L.L.L.P., or LLLP; or any word or phrase the use of which is prohibited by law for the business trust, or if the business trusts real name is unavailable, it must adopt a designated name for use in Virginia. State the for use in Virginia name in parentheses on the first line of the application, following the business trusts real name. The business trust name must be distinguishable upon the records of the Commission. See 13.11042 and 13.1-1244 of the Code of Virginia. To check the availability of a business trust name or a designated name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. If the business trust was previously authorized or registered to transact business in Virginia as a foreign corporation, limited liability company, business trust, limited partnership or registered limited liability partnership, with respect to every such prior authorization or registration, set forth, on an attachment, the name of the entity, the entitys type, the state or other jurisdiction of incorporation, organization or formation; and the identification number that was issued to the entity by the Commission. The business trust may not serve as its own registered agent. The address of the registered office must include the street and number if any, and must be identical to the business office of the registered agent. See 13.1-1220 of the Code of Virginia. A rural route and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number is associated with the registered offices location. State the name of the county or independent city in which the office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. The application must set forth the address of the principal office of the foreign business trust. The address must include the street and number, if any. See 13.1-1242 of the Code of Virginia. The application must be executed by a person with authority to do so under the laws of the state or other jurisdiction under which the foreign business trust is formed. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. IMPORTANT: The application must be submitted to the Clerk of the Commission with a certified or otherwise authenticated copy of the business trusts articles of trust or other constituent documents, and all amendments and mergers, filed in the foreign business trusts state or other jurisdiction of formation, authenticated within the past 12 months under the original signature and seal of the Secretary of State or official having custody of business trust records in the state or other jurisdiction of its formation. The certificate of the Secretary of State or other public official having custody of business trust records must indicate that the attached articles are a true and correct copy of the official records, or words to that effect. A Certificate of Existence/Fact/Good Standing is not acceptable. See 13.1-1042 of the Code of Virginia. Submit the original, signed application and the certified copy of the business trusts articles, as amended, to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

DETERMINE IF YOU ARE REQUIRED TO OBTAIN A FEDERAL EMPLOYER IDENTIFICATION NUMBER (EIN)
The Federal Employer Identification Number (EIN) is often used by state agencies as a means of cross-referencing businesses. The State of Virginia strongly encourages all business entities to acquire and use a federal EIN. You are required by law to obtain a federal EIN if you meet one or more of the following conditions: You are a sole proprietor with at least one employee or a Keogh Plan. Your business is a general partnership or a limited partnership. Your business is a corporation. Your business is a limited liability company. You are a new owner of an existing business which is required to use a federal EIN. (The federal EIN of a former owner cannot be used.) You change your form of business from a sole proprietor to a partnership or a corporation. The partnership or corporation must obtain its own federal EIN. Certain nonprofit organizations (churches, clubs, etc.), estates, and trusts are required to obtain a federal EIN. Contact the Internal Revenue Service to determine if you are required to obtain a federal EIN.

You can apply for an employer identification number on-line at the Internal Revenue Services Internet site: www.irs.gov The on-line service immediately issues a new EIN, eliminating the paperwork and 4-10 day wait. The easiest way to find the on-line EIN application is to type EIN in the IRS keyword search on the home page. (On-line application process is not yet available for the following types of entities: Foreign Address, LLCs without an entity type, REMICs, State and Local Government, Federal Government/Military, and Indian Tribal Governments.) Businesses can enjoy the benefits of e-file and e-pay, whether they rely on a tax preparer or handle their own taxes. The most common business forms are all available for e-file, including:

Employment (Forms 940 and 941) Partnership (Form 1065) Estates and Trusts (Form 1041) Information Returns (Forms W-4, 1099 series, 990 and 8868) Corporate (Forms 1120 and 1120S)

STEP 3
9

STEP 3
10

Businesses also can enroll in the free Electronic Federal Tax Payment System (EFTPS.) Once a taxpayer is enrolled, all federal tax payments can be made online, over the phone or through payroll processors. For more information or to enroll, call EFTPS customer service at 1-800-555-4477 or 1-800-945-8400 or visit www.eftps.gov. Businesses that request a new EIN and have a tax balance due will be automatically enrolled in EFTPS to begin making their tax payments quicker, rather than waiting for coupons to arrive in the mail. For more IRS business information, contact the toll-free Business and Specialty Tax Line at 1-800-829-4933.

Form

SS-4
1

Application for Employer Identification Number

(For use by employers, corporations, partnerships, trusts, estates, churches, government agencies, Indian tribal entities, certain individuals, and others.)

EIN OMB No. 1545-0003

(Rev. December 2001)

Department of the Treasury Internal Revenue Service

See separate instructions for each line.

Keep a copy for your records.

Legal name of entity (or individual) for whom the EIN is being requested Trade name of business (if different from name on line 1) 3 Executor, trustee, care of name

Type or print clearly.

4a Mailing address (room, apt., suite no. and street, or P.O. box) 5a Street address (if different) (Do not enter a P.O. box.) 4b City, state, and ZIP code 6 County and state where principal business is located 7b SSN, ITIN, or EIN 5b City, state, and ZIP code

7a Name of principal officer, general partner, grantor, owner, or trustor 8a Type of entity (check only one box) Sole proprietor (SSN) Partnership Corporation (enter form number to be filed)

Estate (SSN of decedent) Plan administrator (SSN) Trust (SSN of grantor) National Guard Farmers cooperative State/local government Federal government/military

8b 9

Personal service corp. Church or church-controlled organization Other nonprofit organization (specify) Other (specify) If a corporation, name the state or foreign country (if applicable) where incorporated Reason for applying (check only one box) Started new business (specify type)

Indian tribal governments/enterprises REMIC Group Exemption Number (GEN) State Foreign country

Banking purpose (specify purpose) Purchased going business

Changed type of organization (specify new type) Created a trust (specify type) Created a pension plan (specify type)

10 12 13 14

Hired employees (Check the box and see line 12.) Compliance with IRS withholding regulations Other (specify) Date business started or acquired (month, day, year)

11 Closing month of accounting year

First date wages or annuities were paid or will be paid (month, day, year). Note: If applicant is a withholding agent, enter date income will first be paid to nonresident alien. (month, day, year) Highest number of employees expected in the next 12 months. Note: If the applicant does not expect to have any employees during the period, enter -0-. Check one box that best describes the principal activity of your business. Construction Rental & leasing Transportation & warehousing Real estate Manufacturing Finance & insurance Agricultural Household Other

Health care & social assistance Accommodation & food service Other (specify)

Wholesaleagent/broker Wholesaleother Retail

15 16a 16b 16c

Indicate principal line of merchandise sold; specific construction work done; products produced; or services provided. Has the applicant ever applied for an employer identification number for this or any other business? Note: If Yes, please complete lines 16b and 16c. Yes No

If you checked Yes on line 16a, give applicants legal name and trade name shown on prior application if different from line 1 or 2 above. Legal name Trade name Approximate date when, and city and state where, the application was filed. Enter previous employer identification number if known.
Approximate date when filed (mo., day, year) City and state where filed Previous EIN . . . . Designees telephone number (include area code)

Complete this section only if you want to authorize the named individual to receive the entitys EIN and answer questions about the completion of this form.

Third Party Designee

Designees name

(
Address and ZIP code

) )

Designees fax number (include area code)

(
Under penalties of perjury, I declare that I have examined this application, and to the best of my knowledge and belief, it is true, correct, and complete.

Applicants telephone number (include area code) Name and title (type or print clearly)

(
Date

) )
Form

Applicants fax number (include area code) Signature

(
Cat. No. 16055N

For Privacy Act and Paperwork Reduction Act Notice, see separate instructions.

SS-4

(Rev. 12-2001)

Form SS-4 (Rev. 12-2001)

Page

Do I Need an EIN?
File Form SS-4 if the applicant entity does not already have an EIN but is required to show an EIN on any return, statement, or other document.1 See also the separate instructions for each line on Form SS-4. IF the applicant... Started a new business Hired (or will hire) employees, including household employees Opened a bank account Changed type of organization AND... Does not currently have (nor expect to have) employees Does not already have an EIN THEN... Complete lines 1, 2, 4a6, 8a, and 916c. Complete lines 1, 2, 4a6, 7ab (if applicable), 8a, 8b (if applicable), and 916c. Complete lines 15b, 7ab (if applicable), 8a, 9, and 16ac. Complete lines 116c (as applicable).

Needs an EIN for banking purposes only Either the legal character of the organization or its ownership changed (e.g., you incorporate a sole proprietorship or form a partnership)2 Does not already have an EIN The trust is other than a grantor trust or an IRA trust4 Needs an EIN for reporting purposes Needs an EIN to complete a Form W-8 (other than Form W-8ECI), avoid withholding on portfolio assets, or claim tax treaty benefits6 Needs an EIN to report estate income on Form 1041 Is an agent, broker, fiduciary, manager, tenant, or spouse who is required to file Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons Serves as a tax reporting agent for public assistance recipients under Rev. Proc. 80-4, 1980-1 C.B. 5817 Needs an EIN to file Form 8832, Classification Election, for filing employment tax returns, or for state reporting purposes8 Needs an EIN to file Form 2553, Election by a Small Business Corporation9

Purchased a going business3 Created a trust Created a pension plan as a plan administrator5 Is a foreign person needing an EIN to comply with IRS withholding regulations Is administering an estate Is a withholding agent for taxes on non-wage income paid to an alien (i.e., individual, corporation, or partnership, etc.) Is a state or local agency

Complete lines 116c (as applicable). Complete lines 116c (as applicable). Complete lines 1, 2, 4a6, 8a, 9, and 16ac. Complete lines 15b, 7ab (SSN or ITIN optional), 8a9, and 16ac. Complete lines 1, 3, 4ab, 8a, 9, and 16ac. Complete lines 1, 2, 3 (if applicable), 4a5b, 7ab (if applicable), 8a, 9, and 16ac.

Complete lines 1, 2, 4a5b, 8a, 9, and 16ac.

Is a single-member LLC

Complete lines 116c (as applicable).

Is an S corporation
1

Complete lines 116c (as applicable).

For example, a sole proprietorship or self-employed farmer who establishes a qualified retirement plan, or is required to file excise, employment, alcohol, tobacco, or firearms returns, must have an EIN. A partnership, corporation, REMIC (real estate mortgage investment conduit), nonprofit organization (church, club, etc.), or farmers cooperative must use an EIN for any tax-related purpose even if the entity does not have employees. However, do not apply for a new EIN if the existing entity only (a) changed its business name, (b) elected on Form 8832 to change the way it is taxed (or is covered by the default rules), or (c) terminated its partnership status because at least 50% of the total interests in partnership capital and profits were sold or exchanged within a 12-month period. (The EIN of the terminated partnership should continue to be used. See Regulations section 301.6109-1(d)(2)(iii).) Do not use the EIN of the prior business unless you became the owner of a corporation by acquiring its stock. However, IRA trusts that are required to file Form 990-T, Exempt Organization Business Income Tax Return, must have an EIN. A plan administrator is the person or group of persons specified as the administrator by the instrument under which the plan is operated. Entities applying to be a Qualified Intermediary (QI) need a QI-EIN even if they already have an EIN. See Rev. Proc. 2000-12. See also Household employer on page 4. (Note: State or local agencies may need an EIN for other reasons, e.g., hired employees.) Most LLCs do not need to file Form 8832. See Limited liability company (LLC) on page 4 for details on completing Form SS-4 for an LLC. An existing corporation that is electing or revoking S corporation status should use its previously-assigned EIN.

3 4 5 6 7 8 9

Instructions for Form SS-4

(Rev. September 2003)
For use with Form SS-4 (Rev. December 2001) Application for Employer Identification Number.
Section references are to the Internal Revenue Code unless otherwise noted.

Department of the Treasury Internal Revenue Service

General Instructions
Use these instructions to complete Form SS-4, Application for Employer Identification Number. Also see Do I Need an EIN? on page 2 of Form SS-4.

IRS website at www.irs.gov/businesses and click on Employer ID Numbers under topics. Telephone. You can receive your EIN by telephone and use it immediately to file a return or make a payment. Call the IRS at 1-800-829-4933. (International applicants must call 215-516-6999.) The hours of operation are 7:00 a.m. to 10:00 p.m. The person making the call must be authorized to sign the form or be an authorized designee. See Signature and Third Party Designee on page 6. Also see the TIP below. If you are applying by telephone, it will be helpful to complete Form SS-4 before contacting the IRS. An IRS representative will use the information from the Form SS-4 to establish your account and assign you an EIN. Write the number you are given on the upper right corner of the form and sign and date it. Keep this copy for your records. If requested by an IRS representative, mail or fax (facsimile) the signed Form SS-4 (including any Third Party Designee authorization) within 24 hours to the IRS address provided by the IRS representative. Taxpayer representatives can apply for an EIN on behalf of their client and request that the TIP EIN be faxed to their client on the same day. Note: By using this procedure, you are authorizing the IRS to fax the EIN without a cover sheet. Fax. Under the Fax-TIN program, you can receive your EIN by fax within 4 business days. Complete and fax Form SS-4 to the IRS using the Fax-TIN number listed on page 2 for your state. A long-distance charge to callers outside of the local calling area will apply. Fax-TIN numbers can only be used to apply for an EIN. The numbers may change without notice. Fax-TIN is available 24 hours a day, 7 days a week. Be sure to provide your fax number so the IRS can fax the EIN back to you. Note: By using this procedure, you are authorizing the IRS to fax the EIN without a cover sheet. Mail. Complete Form SS-4 at least 4 to 5 weeks before you will need an EIN. Sign and date the application and mail it to the service center address for your state. You will receive your EIN in the mail in approximately 4 weeks. See also Third Party Designee on page 6. Call 1-800-829-4933 to verify a number or to ask about the status of an application by mail.

Purpose of Form
Use Form SS-4 to apply for an employer identification number (EIN). An EIN is a nine-digit number (for example, 12-3456789) assigned to sole proprietors, corporations, partnerships, estates, trusts, and other entities for tax filing and reporting purposes. The information you provide on this form will establish your business tax account.

CAUTION

An EIN is for use in connection with your business activities only. Do not use your EIN in place of your social security number (SSN).

Items To Note
Apply online. You can now apply for and receive an EIN online using the internet. See How To Apply below. File only one Form SS-4. Generally, a sole proprietor should file only one Form SS-4 and needs only one EIN, regardless of the number of businesses operated as a sole proprietorship or trade names under which a business operates. However, if the proprietorship incorporates or enters into a partnership, a new EIN is required. Also, each corporation in an affiliated group must have its own EIN. EIN applied for, but not received. If you do not have an EIN by the time a return is due, write Applied For and the date you applied in the space shown for the number. Do not show your SSN as an EIN on returns. If you do not have an EIN by the time a tax deposit is due, send your payment to the Internal Revenue Service Center for your filing area as shown in the instructions for the form that you are filing. Make your check or money order payable to the United States Treasury and show your name (as shown on Form SS-4), address, type of tax, period covered, and date you applied for an EIN.

How To Apply
You can apply for an EIN online, by telephone, by fax, or by mail depending on how soon you need to use the EIN. Use only one method for each entity so you do not receive more than one EIN for an entity. Online. You can receive your EIN by internet and use it immediately to file a return or make a payment. Go to the

Cat. No. 62736F

Where To Fax or File

If your principal business, office or agency, or legal residence in the case of an individual, is located in: Connecticut, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia, West Virginia Illinois, Indiana, Kentucky, Michigan Alabama, Alaska, Arizona, Arkansas, California, Colorado, Hawaii, Idaho, Iowa, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, Puerto Rico, South Dakota, Tennessee, Texas, Utah, Washington, Wisconsin, Wyoming If you have no legal residence, principal place of business, or principal office or agency in any state: Call the Fax-TIN number shown or file with the Internal Revenue Service Center at:

For information about workshops in your area, call 1-800-829-4933.

Related Forms and Publications

The following forms and instructions may be useful to filers of Form SS-4: Form 990-T, Exempt Organization Business Income Tax Return Instructions for Form 990-T Schedule C (Form 1040), Profit or Loss From Business Schedule F (Form 1040), Profit or Loss From Farming Instructions for Form 1041 and Schedules A, B, D, G, I, J, and K-1, U.S. Income Tax Return for Estates and Trusts Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons Instructions for Form 1065, U.S. Return of Partnership Income Instructions for Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return Instructions for Forms 1120 and 1120-A Form 2553, Election by a Small Business Corporation Form 2848, Power of Attorney and Declaration of Representative Form 8821, Tax Information Authorization Form 8832, Entity Classification Election For more information about filing Form SS-4 and related issues, see: Circular A, Agricultural Employers Tax Guide (Pub. 51) Circular E, Employers Tax Guide (Pub. 15) Pub. 538, Accounting Periods and Methods Pub. 542, Corporations Pub. 557, Exempt Status for Your Organization Pub. 583, Starting a Business and Keeping Records Pub. 966, Electronic Choices for Paying ALL Your Federal Taxes Pub. 1635, Understanding Your EIN Package 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code Package 1024, Application for Recognition of Exemption Under Section 501(a)

Attn: EIN Operation P. 0. Box 9003 Holtsville, NY 11742-9003 Fax-TIN 631-447-8960

Attn: EIN Operation Cincinnati, OH 45999 Fax-TIN 859-669-5760

Attn: EIN Operation Philadelphia, PA 19255 Fax-TIN 215-516-3990

Attn: EIN Operation Philadelphia, PA 19255 Telephone 215-516-6999 Fax-TIN 215-516-3990

How To Get Forms and Publications

Phone. You can order forms, instructions, and publications by phone 24 hours a day, 7 days a week. Call 1-800-TAX-FORM (1-800-829-3676). You should receive your order or notification of its status within 10 workdays. Personal computer. With your personal computer and modem, you can get the forms and information you need using the IRS website at www.irs.gov or File Transfer Protocol at ftp.irs.gov. CD-ROM. For small businesses, return preparers, or others who may frequently need tax forms or publications, a CD-ROM containing over 2,000 tax products (including many prior year forms) can be purchased from the National Technical Information Service (NTIS). To order Pub. 1796, Federal Tax Products on CD-ROM, call 1-877-CDFORMS (1-877-233-6767) toll free or connect to www.irs.gov/cdorders.

Specific Instructions
Print or type all entries on Form SS-4. Follow the instructions for each line to expedite processing and to avoid unnecessary IRS requests for additional information. Enter N/A (nonapplicable) on the lines that do not apply. Line 1Legal name of entity (or individual) for whom the EIN is being requested. Enter the legal name of the entity (or individual) applying for the EIN exactly as it appears on the social security card, charter, or other applicable legal document. Individuals. Enter your first name, middle initial, and last name. If you are a sole proprietor, enter your -2-

Tax Help for Your Business

IRS-sponsored Small Business Workshops provide information about your Federal and state tax obligations.

individual name, not your business name. Enter your business name on line 2. Do not use abbreviations or nicknames on line 1. Trusts. Enter the name of the trust. Estate of a decedent. Enter the name of the estate. Partnerships. Enter the legal name of the partnership as it appears in the partnership agreement. Corporations. Enter the corporate name as it appears in the corporation charter or other legal document creating it. Plan administrators. Enter the name of the plan administrator. A plan administrator who already has an EIN should use that number. Line 2Trade name of business. Enter the trade name of the business if different from the legal name. The trade name is the doing business as (DBA) name. Use the full legal name shown on line 1 on all tax returns filed for the entity. (However, if you enter a trade name on line 2 and choose to use CAUTION the trade name instead of the legal name, enter the trade name on all returns you file.) To prevent processing delays and errors, always use the legal name only (or the trade name only) on all tax returns. Line 3Executor, trustee, care of name. Trusts enter the name of the trustee. Estates enter the name of the executor, administrator, or other fiduciary. If the entity applying has a designated person to receive tax information, enter that persons name as the care of person. Enter the individuals first name, middle initial, and last name. Lines 4a-b Mailing address. Enter the mailing address for the entitys correspondence. If line 3 is completed, enter the address for the executor, trustee or care of person. Generally, this address will be used on all tax returns.

necessary, complete Form W-7, Application for IRS Individual Taxpayer Identification Number, to obtain an ITIN. You are required to enter an SSN, ITIN, or EIN unless the only reason you are applying for an EIN is to make an entity classification election (see Regulations sections 301.7701-1 through 301.7701-3) and you are a nonresident alien with no effectively connected income from sources within the United States. Line 8aType of entity. Check the box that best describes the type of entity applying for the EIN. If you are an alien individual with an ITIN previously assigned to you, enter the ITIN in place of a requested SSN.

CAUTION

This is not an election for a tax classification of an entity. See Limited liability company (LLC) on page 4.

Other. If not specifically listed, check the Other box, enter the type of entity and the type of return, if any, that will be filed (for example, Common Trust Fund, Form 1065 or Created a Pension Plan). Do not enter N/A. If you are an alien individual applying for an EIN, see the Lines 7a-b instructions above. Household employer. If you are an individual, check the Other box and enter Household Employer and your SSN. If you are a state or local agency serving as a tax reporting agent for public assistance recipients who become household employers, check the Other box and enter Household Employer Agent. If you are a trust that qualifies as a household employer, you do not need a separate EIN for reporting tax information relating to household employees; use the EIN of the trust. QSub. For a qualified subchapter S subsidiary (QSub) check the Other box and specify QSub. Withholding agent. If you are a withholding agent required to file Form 1042, check the Other box and enter Withholding Agent. Sole proprietor. Check this box if you file Schedule C, C-EZ, or F (Form 1040) and have a qualified plan, or are required to file excise, employment, alcohol, tobacco, or firearms returns, or are a payer of gambling winnings. Enter your SSN (or ITIN) in the space provided. If you are a nonresident alien with no effectively connected income from sources within the United States, you do not need to enter an SSN or ITIN. Corporation. This box is for any corporation other than a personal service corporation. If you check this box, enter the income tax form number to be filed by the entity in the space provided. If you entered 1120S after the Corporation checkbox, the corporation must file Form 2553 no later than the 15th day of the 3rd month CAUTION of the tax year the election is to take effect. Until Form 2553 has been received and approved, you will be considered a Form 1120 filer. See the Instructions for Form 2553.

TIP

File Form 8822, Change of Address, to report any subsequent changes to the entitys mailing address.

Lines 5a-b Street address. Provide the entitys physical address only if different from its mailing address shown in lines 4a-b. Do not enter a P.O. box number here. Line 6County and state where principal business is located. Enter the entitys primary physical location. Lines 7a-b Name of principal officer, general partner, grantor, owner, or trustor. Enter the first name, middle initial, last name, and SSN of (a) the principal officer if the business is a corporation, (b) a general partner if a partnership, (c) the owner of an entity that is disregarded as separate from its owner (disregarded entities owned by a corporation enter the corporations name and EIN), or (d) a grantor, owner, or trustor if a trust. If the person in question is an alien individual with a previously assigned individual taxpayer identification number (ITIN), enter the ITIN in the space provided and submit a copy of an official identifying document. If -3-

Personal service corp. Check this box if the entity is a personal service corporation. An entity is a personal service corporation for a tax year only if:

 The principal activity of the entity during the testing

period (prior tax year) for the tax year is the performance of personal services substantially by employee-owners, and The employee-owners own at least 10% of the fair market value of the outstanding stock in the entity on the last day of the testing period. Personal services include performance of services in such fields as health, law, accounting, or consulting. For more information about personal service corporations, see the Instructions for Forms 1120 and 1120-A and Pub. 542. Other nonprofit organization. Check this box if the nonprofit organization is other than a church or church-controlled organization and specify the type of nonprofit organization (for example, an educational organization). If the organization also seeks tax-exempt status, you must file either Package 1023 or Package 1024. See Pub. 557 for more CAUTION information. If the organization is covered by a group exemption letter, enter the four-digit group exemption number (GEN). (Do not confuse the GEN with the nine-digit EIN.) If you do not know the GEN, contact the parent organization. Get Pub. 557 for more information about group exemption numbers. Plan administrator. If the plan administrator is an individual, enter the plan administrators SSN in the space provided. REMIC. Check this box if the entity has elected to be treated as a real estate mortgage investment conduit (REMIC). See the Instructions for Form 1066 for more information. Limited liability company (LLC). An LLC is an entity organized under the laws of a state or foreign country as a limited liability company. For Federal tax purposes, an LLC may be treated as a partnership or corporation or be disregarded as an entity separate from its owner. By default, a domestic LLC with only one member is disregarded as an entity separate from its owner and must include all of its income and expenses on the owners tax return (e.g., Schedule C (Form 1040)). Also by default, a domestic LLC with two or more members is treated as a partnership. A domestic LLC may file Form 8832 to avoid either default classification and elect to be classified as an association taxable as a corporation. For more information on entity classifications (including the rules for foreign entities), see the instructions for Form 8832.

should use the name and EIN of its owner for all Federal tax purposes. However, the reporting and payment of employment taxes for employees of the LLC may be made using the name and EIN of either the owner or the LLC as explained in Notice 99-6. You can find Notice 99-6 on page 12 of Internal Revenue Bulletin 1999-3 at www.irs.gov/pub/irs-irbs/irb99-03.pdf. (Note: If the LLC applicant indicates in box 13 that it has employees or expects to have employees, the owner (whether an individual or other entity) of a single-member domestic LLC will also be assigned its own EIN (if it does not already have one) even if the LLC will be filing the employment tax returns.) A single-member, domestic LLC that accepts the default classification (above) and wants an EIN for filing employment tax returns (see above) or non-Federal purposes, such as a state requirement, must check the Other box and write Disregarded Entity or, when applicable, Disregarded Entity Sole Proprietorship in the space provided. A multi-member, domestic LLC that accepts the default classification (above) must check the Partnership box. A domestic LLC that will be filing Form 8832 to elect corporate status must check the Corporation box and write in Single-Member or Multi-Member immediately below the form number entry line. Line 9Reason for applying. Check only one box. Do not enter N/A. Started new business. Check this box if you are starting a new business that requires an EIN. If you check this box, enter the type of business being started. Do not apply if you already have an EIN and are only adding another place of business. Hired employees. Check this box if the existing business is requesting an EIN because it has hired or is hiring employees and is therefore required to file employment tax returns. Do not apply if you already have an EIN and are only hiring employees. For information on employment taxes (e.g., for family members), see Circular E. You may be required to make electronic deposits of all depository taxes (such as employment tax, excise tax, and corporate CAUTION income tax) using the Electronic Federal Tax Payment System (EFTPS). See section 11, Depositing Taxes, of Circular E and Pub. 966.

Created a pension plan. Check this box if you have created a pension plan and need an EIN for reporting purposes. Also, enter the type of plan in the space provided. Check this box if you are applying for a trust EIN when a new pension plan is established. In addition, check the Other box in line 8a and write Created a Pension Plan in the space

CAUTION

Do not file Form 8832 if the LLC accepts the default classifications above. However, if the LLC will be electing S Corporation status, it must timely file both Form 8832 and Form

TIP
provided.

2553. Complete Form SS-4 for LLCs as follows: A single-member domestic LLC that accepts the default classification (above) does not need an EIN and generally should not file Form SS-4. Generally, the LLC -4-

Banking purpose. Check this box if you are requesting an EIN for banking purposes only, and enter the banking purpose (for example, a bowling league for

depositing dues or an investment club for dividend and interest reporting). Changed type of organization. Check this box if the business is changing its type of organization. For example, the business was a sole proprietorship and has been incorporated or has become a partnership. If you check this box, specify in the space provided (including available space immediately below) the type of change made. For example, From Sole Proprietorship to Partnership. Purchased going business. Check this box if you purchased an existing business. Do not use the former owners EIN unless you became the owner of a corporation by acquiring its stock. Created a trust. Check this box if you created a trust, and enter the type of trust created. For example, indicate if the trust is a nonexempt charitable trust or a split-interest trust. Exception. Do not file this form for certain grantor-type trusts. The trustee does not need an EIN for the trust if the trustee furnishes the name and TIN of the grantor/owner and the address of the trust to all payors. See the Instructions for Form 1041 for more information.

TIP

Do not check this box if you are applying for a trust EIN when a new pension plan is established. Check Created a pension plan.

Other. Check this box if you are requesting an EIN for any other reason; and enter the reason. For example, a newly-formed state government entity should enter Newly-Formed State Government Entity in the space provided. Line 10Date business started or acquired. If you are starting a new business, enter the starting date of the business. If the business you acquired is already operating, enter the date you acquired the business. If you are changing the form of ownership of your business, enter the date the new ownership entity began. Trusts should enter the date the trust was legally created. Estates should enter the date of death of the decedent whose name appears on line 1 or the date when the estate was legally funded. Line 11Closing month of accounting year. Enter the last month of your accounting year or tax year. An accounting or tax year is usually 12 consecutive months, either a calendar year or a fiscal year (including a period of 52 or 53 weeks). A calendar year is 12 consecutive months ending on December 31. A fiscal year is either 12 consecutive months ending on the last day of any month other than December or a 52-53 week year. For more information on accounting periods, see Pub. 538. Individuals. Your tax year generally will be a calendar year. Partnerships. Partnerships must adopt one of the following tax years: The tax year of the majority of its partners, The tax year common to all of its principal partners, The tax year that results in the least aggregate deferral of income, or In certain cases, some other tax year. -5-

See the Instructions for Form 1065 for more information. REMICs. REMICs must have a calendar year as their tax year. Personal service corporations. A personal service corporation generally must adopt a calendar year unless: It can establish a business purpose for having a different tax year, or It elects under section 444 to have a tax year other than a calendar year. Trusts. Generally, a trust must adopt a calendar year except for the following: Tax-exempt trusts, Charitable trusts, and Grantor-owned trusts. Line 12First date wages or annuities were paid or will be paid. If the business has or will have employees, enter the date on which the business began or will begin to pay wages. If the business does not plan to have employees, enter N/A. Withholding agent. Enter the date you began or will begin to pay income (including annuities) to a nonresident alien. This also applies to individuals who are required to file Form 1042 to report alimony paid to a nonresident alien. Line 13Highest number of employees expected in the next 12 months. Complete each box by entering the number (including zero (-0-)) of Agricultural, Household, or Other employees expected by the applicant in the next 12 months. For a definition of agricultural labor (farmwork), see Circular A. Lines 14 and 15. Check the one box in line 14 that best describes the principal activity of the applicants business. Check the Other box (and specify the applicants principal activity) if none of the listed boxes applies. Use line 15 to describe the applicants principal line of business in more detail. For example, if you checked the Construction box in line 14, enter additional detail such as General contractor for residential buildings in line 15. Construction. Check this box if the applicant is engaged in erecting buildings or other structures, (e.g., streets, highways, bridges, tunnels). The term Construction also includes special trade contractors, (e.g., plumbing, HVAC, electrical, carpentry, concrete, excavation, etc. contractors). Real estate. Check this box if the applicant is engaged in renting or leasing real estate to others; managing, selling, buying or renting real estate for others; or providing related real estate services (e.g., appraisal services). Rental and leasing. Check this box if the applicant is engaged in providing tangible goods such as autos, computers, consumer goods, or industrial machinery and equipment to customers in return for a periodic rental or lease payment. Manufacturing. Check this box if the applicant is engaged in the mechanical, physical, or chemical transformation of materials, substances, or components

into new products. The assembling of component parts of manufactured products is also considered to be manufacturing. Transportation & warehousing. Check this box if the applicant provides transportation of passengers or cargo; warehousing or storage of goods; scenic or sight-seeing transportation; or support activities related to these modes of transportation. Finance & insurance. Check this box if the applicant is engaged in transactions involving the creation, liquidation, or change of ownership of financial assets and/or facilitating such financial transactions; underwriting annuities/insurance policies; facilitating such underwriting by selling insurance policies; or by providing other insurance or employee-benefit related services. Health care and social assistance. Check this box if the applicant is engaged in providing physical, medical, or psychiatric care using licensed health care professionals or providing social assistance activities such as youth centers, adoption agencies, individual/ family services, temporary shelters, etc. Accommodation & food services. Check this box if the applicant is engaged in providing customers with lodging, meal preparation, snacks, or beverages for immediate consumption. Wholesale agent/broker. Check this box if the applicant is engaged in arranging for the purchase or sale of goods owned by others or purchasing goods on a commission basis for goods traded in the wholesale market, usually between businesses. Wholesale other. Check this box if the applicant is engaged in selling goods in the wholesale market generally to other businesses for resale on their own account. Retail. Check this box if the applicant is engaged in selling merchandise to the general public from a fixed store; by direct, mail-order, or electronic sales; or by using vending machines. Other. Check this box if the applicant is engaged in an activity not described above. Describe the applicants principal business activity in the space provided. Lines 16a-c. Check the applicable box in line 16a to indicate whether or not the entity (or individual) applying for an EIN was issued one previously. Complete lines 16b and 16c only if the Yes box in line 16a is checked. If the applicant previously applied for more than one EIN, write See Attached in the empty space in line 16a and attach a separate sheet providing the line 16b and 16c information for each EIN previously requested. Third Party Designee. Complete this section only if you want to authorize the named individual to receive the entitys EIN and answer questions about the completion of Form SS-4. The designees authority terminates at the time the EIN is assigned and released to the designee. You must complete the signature area for the authorization to be valid. Signature. When required, the application must be signed by (a) the individual, if the applicant is an individual, (b) the president, vice president, or other -6-

principal officer, if the applicant is a corporation, (c) a responsible and duly authorized member or officer having knowledge of its affairs, if the applicant is a partnership, government entity, or other unincorporated organization, or (d) the fiduciary, if the applicant is a trust or an estate. Foreign applicants may have any duly-authorized person, (e.g., division manager), sign Form SS-4. Privacy Act and Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. We need it to comply with section 6109 and the regulations thereunder which generally require the inclusion of an employer identification number (EIN) on certain returns, statements, or other documents filed with the Internal Revenue Service. If your entity is required to obtain an EIN, you are required to provide all of the information requested on this form. Information on this form may be used to determine which Federal tax returns you are required to file and to provide you with related forms and publications. We disclose this form to the Social Security Administration for their use in determining compliance with applicable laws. We may give this information to the Department of Justice for use in civil and criminal litigation, and to the cities, states, and the District of Columbia for use in administering their tax laws. We may also disclose this information to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. We will be unable to issue an EIN to you unless you provide all of the requested information which applies to your entity. Providing false information could subject you to penalties. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is:
Recordkeeping . . . . . . . . . . . . . . . . . . . . . . . . Learning about the law or the form . . . . . . . . . Preparing the form . . . . . . . . . . . . . . . . . . . . . Copying, assembling, and sending the form to the IRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 min. 22 min. 46 min. 20 min.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can write to the Tax Products Coordinating Committee, Western Area Distribution Center, Rancho Cordova, CA 95743-0001. Do not send the form to this address. Instead, see How To Apply on page 1.

Printed on recycled paper

Form

2553

Election by a Small Business Corporation

(Under section 1362 of the Internal Revenue Code)
See Parts II and III on back and the separate instructions. The corporation may either send or fax this form to the IRS. See page 2 of the instructions.

(Rev. March 2005)

Department of the Treasury Internal Revenue Service

OMB No. 1545-0146

Notes: 1. Do not file Form 1120S, U.S. Income Tax Return for an S Corporation, for any tax year before the year the election takes effect. 2. This election to be an S corporation can be accepted only if all the tests are met under Who May Elect on page 1 of the instructions; all shareholders have signed the consent statement; an officer has signed this form; and the exact name and address of the corporation and other required form information are provided.

Part I Please Type or Print

D E F

Election Information
Name (see instructions)

A Employer identification number B Date incorporated C State of incorporation or address

Number, street, and room or suite no. (If a P.O. box, see instructions.)

City or town, state, and ZIP code

Check the applicable box(es) if the corporation, after applying for the EIN shown in A above, changed its name Election is to be effective for tax year beginning (month, day, year) Name and title of officer or legal representative who the IRS may call for more information

G Telephone number of officer or legal representative

(
H If this election takes effect for the first tax year the corporation exists, enter month, day, and year of the earliest of the following: (1) date the corporation first had shareholders, (2) date the corporation first had assets, or (3) date the corporation began doing business Selected tax year: Annual return will be filed for tax year ending (month and day)

If the tax year ends on any date other than December 31, except for a 52-53-week tax year ending with reference to the month of December, complete Part II on the back. If the date you enter is the ending date of a 52-53-week tax year, write 52-53-week year to the right of the date.
K Shareholders Consent Statement. Under penalties of perjury, we declare that we consent to the election of the above-named corporation to be an S corporation under section 1362(a) and that we have examined this consent statement, including accompanying schedules and statements, and to the best of our knowledge and belief, it is true, correct, and complete. We understand our consent is binding and may not be withdrawn after the corporation has made a valid election. (Sign and date below.) Signature Date L Stock owned or percentage of ownership (see instructions) Number of shares or percentage of ownership Date(s) acquired N Shareholders tax year ends (month and day)

J Name and address of each shareholder or former shareholder required to consent to the election. (See the instructions for column K)

M Social security number or employer identification number (see instructions)

Under penalties of perjury, I declare that I have examined this election, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Signature of officer

Title Cat. No. 18629R

Date

For Paperwork Reduction Act Notice, see page 4 of the instructions.

Form

2553

(Rev. 3-2005)

Form 2553 (Rev. 3-2005)

Page

Part II
1. 2. 3. P

Selection of Fiscal Tax Year (All corporations using this part must complete item O and item P, Q, or R.)
A new corporation adopting the tax year entered in item I, Part I. An existing corporation retaining the tax year entered in item I, Part I. An existing corporation changing to the tax year entered in item I, Part I.

O Check the applicable box to indicate whether the corporation is:

Complete item P if the corporation is using the automatic approval provisions of Rev. Proc. 2002-38, 2002-22 I.R.B. 1037, to request (1) a natural business year (as defined in section 5.05 of Rev. Proc. 2002-38) or (2) a year that satisfies the ownership tax year test (as defined in section 5.06 of Rev. Proc. 2002-38). Check the applicable box below to indicate the representation statement the corporation is making. I represent that the corporation is adopting, retaining, or changing to a tax year that qualifies as its natural 1. Natural Business Year business year as defined in section 5.05 of Rev. Proc. 2002-38 and has attached a statement verifying that it satisfies the 25% gross receipts test (see instructions for content of statement). I also represent that the corporation is not precluded by section 4.02 of Rev. Proc. 2002-38 from obtaining automatic approval of such adoption, retention, or change in tax year. 2. Ownership Tax Year I represent that shareholders (as described in section 5.06 of Rev. Proc. 2002-38) holding more than half of the shares of the stock (as of the first day of the tax year to which the request relates) of the corporation have the same tax year or are concurrently changing to the tax year that the corporation adopts, retains, or changes to per item I, Part I, and that such tax year satisfies the requirement of section 4.01(3) of Rev. Proc. 2002-38. I also represent that the corporation is not precluded by section 4.02 of Rev. Proc. 2002-38 from obtaining automatic approval of such adoption, retention, or change in tax year.

Note: If you do not use item P and the corporation wants a fiscal tax year, complete either item Q or R below. Item Q is used to request a fiscal tax year based on a business purpose and to make a back-up section 444 election. Item R is used to make a regular section 444 election. Q Business PurposeTo request a fiscal tax year based on a business purpose, check box Q1. See instructions for details including payment of a user fee. You may also check box Q2 and/or box Q3. 1. Check here if the fiscal year entered in item I, Part I, is requested under the prior approval provisions of Rev. Proc. 2002-39, 2002-22 I.R.B. 1046. Attach to Form 2553 a statement describing the relevant facts and circumstances and, if applicable, the gross receipts from sales and services necessary to establish a business purpose. See the instructions for details regarding the gross receipts from sales and services. If the IRS proposes to disapprove the requested fiscal year, do you want a conference with the IRS National Office? Yes No to show that the corporation intends to make a back-up section 444 election in the event the corporations business 2. Check here purpose request is not approved by the IRS. (See instructions for more information.) 3. Check here to show that the corporation agrees to adopt or change to a tax year ending December 31 if necessary for the IRS to accept this election for S corporation status in the event (1) the corporations business purpose request is not approved and the corporation makes a back-up section 444 election, but is ultimately not qualified to make a section 444 election, or (2) the corporations business purpose request is not approved and the corporation did not make a back-up section 444 election. R Section 444 ElectionTo make a section 444 election, check box R1. You may also check box R2. to show the corporation will make, if qualified, a section 444 election to have the fiscal tax year shown in item I, 1. Check here Part I. To make the election, you must complete Form 8716, Election To Have a Tax Year Other Than a Required Tax Year, and either attach it to Form 2553 or file it separately. to show that the corporation agrees to adopt or change to a tax year ending December 31 if necessary for the IRS 2. Check here to accept this election for S corporation status in the event the corporation is ultimately not qualified to make a section 444 election.

Part III

Qualified Subchapter S Trust (QSST) Election Under Section 1361(d)(2)*

Social security number

Income beneficiarys name and address

Trusts name and address

Employer identification number

Date on which stock of the corporation was transferred to the trust (month, day, year) / / In order for the trust named above to be a QSST and thus a qualifying shareholder of the S corporation for which this Form 2553 is filed, I hereby make the election under section 1361(d)(2). Under penalties of perjury, I certify that the trust meets the definitional requirements of section 1361(d)(3) and that all other information provided in Part III is true, correct, and complete.

Signature of income beneficiary or signature and title of legal representative or other qualified person making the election

Date

*Use Part III to make the QSST election only if stock of the corporation has been transferred to the trust on or before the date on which the corporation makes its election to be an S corporation. The QSST election must be made and filed separately if stock of the corporation is transferred to the trust after the date on which the corporation makes the S election.
Form 2553 (Rev. 3-2005)

Instructions for Form 2553

(Rev. March 2005)
Election by a Small Business Corporation
Section references are to the Internal Revenue Code unless otherwise noted.

Department of the Treasury Internal Revenue Service

General Instructions
Purpose
A corporation or other entity eligible to elect to be treated as a corporation must use Form 2553 to make an election under section 1362(a) to be an S corporation. An entity eligible to elect to be treated as a corporation that meets certain tests discussed below will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832, Entity Classification Election. The income of an S corporation generally is taxed to the shareholders of the corporation rather than to the corporation itself. However, an S corporation may still owe tax on certain income. For details, see Tax and Payments in the Instructions for Form 1120S, U.S. Income Tax Return for an S Corporation.

Who May Elect

A corporation or other entity eligible to elect to be treated as a corporation may elect to be an S corporation only if it meets all the following tests. 1. It is (a) a domestic corporation, or (b) a domestic entity eligible to elect to be treated as a corporation that timely files Form 2553 and meets all the other tests listed below. If Form 2553 is not timely filed, see Rev. Proc. 2004-48, 2004-32 I.R.B. 172. 2. It has no more than 100 shareholders. A husband and wife (and their estates) are treated as one shareholder for this test. A member of a family can elect under section 1361(c)(1) to treat all members of the family as one shareholder for this test. All other persons are treated as separate shareholders. 3. Its only shareholders are individuals, estates, exempt organizations described in section 401(a) or 501(c)(3), or certain trusts described in section 1361(c)(2)(A). For information about the section 1361(d)(2) election to be a qualified subchapter S trust (QSST), see the instructions for Part III. For information about the section 1361(e)(3) election to be an electing small business trust (ESBT), see Regulations section 1.1361-1(m). For guidance on how to convert a QSST to an ESBT, see Regulations section 1.1361-1(j)(12). If these elections were not timely made, see Rev. Proc. 2003-43, 2003-23 I.R.B. 998. 4. It has no nonresident alien shareholders. 5. It has only one class of stock (disregarding differences in voting rights). Generally, a corporation is treated as having only one class of stock if all outstanding shares of the corporations stock confer identical rights to distribution and liquidation proceeds. See Regulations section 1.1361-1(l) for details. 6. It is not one of the following ineligible corporations.

a. A bank or thrift institution that uses the reserve method of accounting for bad debts under section 585. b. An insurance company subject to tax under subchapter L of the Code. c. A corporation that has elected to be treated as a possessions corporation under section 936. d. A domestic international sales corporation (DISC) or former DISC. 7. It has or will adopt or change to one of the following tax years. a. A tax year ending December 31. b. A natural business year. c. An ownership tax year. d. A tax year elected under section 444. e. A 52-53-week tax year ending with reference to a year listed above. f. Any other tax year (including a 52-53-week tax year) for which the corporation establishes a business purpose. For details on making a section 444 election or requesting a natural business, ownership, or other business purpose tax year, see Part II of Form 2553. 8. Each shareholder consents as explained in the instructions for column K. See sections 1361, 1362, and 1378, and their related regulations for additional information on the above tests. A parent S corporation can elect to treat an eligible wholly-owned subsidiary as a qualified subchapter S subsidiary. If the election is made, the subsidiarys assets, liabilities, and items of income, deduction, and credit are treated as those of the parent. For details, see Form 8869, Qualified Subchapter S Subsidiary Election.

When To Make the Election

Complete and file Form 2553 (a) at any time before the 16th day of the 3rd month of the tax year the election is to take effect, or (b) at any time during the tax year preceding the tax year it is to take effect. An election made no later than 2 months and 15 days after the beginning of a tax year that is less than 21/2 months long is treated as timely made for that tax year. An election made after the 15th day of the 3rd month but before the end of the tax year generally is effective for the next tax year. However, an election made after the 15th day of the 3rd month will be accepted as timely filed if the corporation can show that the failure to file on time was due to reasonable cause. To request relief for a late election, the corporation generally must request a private letter ruling and pay a user fee in accordance with Rev. Proc. 2005-1, 2005-1 I.R.B. 1 (or its successor). However, the ruling and user fee requirements may not apply if the following revenue procedures apply. If an entity eligible to elect to be treated as a corporation (a) failed to timely file Form 2553, and (b) has

Cat. No. 49978N

not elected to be treated as a corporation, see Rev. Proc. 2004-48, 2004-32 I.R.B. 172. If a corporation failed to timely file Form 2553, see Rev. Proc. 2003-43, 2003-23 I.R.B. 998. If Form 1120S was filed without an S corporation election and neither the corporation nor any shareholder was notified by the IRS of any problem with the S corporation status within 6 months after the return was timely filed, see Rev. Proc. 97-48, 1997-43 I.R.B. 19.

1030 (or its successor)); (b) Form 2553 with an accepted stamp; (c) Form 2553 with a stamped IRS received date; or (d) an IRS letter stating that Form 2553 has been accepted. Do not file Form 1120S for any tax year before the year the election takes effect. If the CAUTION corporation is now required to file Form 1120, U.S. Corporation Income Tax Return, or any other applicable tax return, continue filing it until the election takes effect.

Where To File
Send the original election (no photocopies) or fax it to the Internal Revenue Service Center listed below. If the corporation files this election by fax, keep the original Form 2553 with the corporations permanent records.
If the corporations principal business, office, or agency is located in: Connecticut, Delaware, District of Columbia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia, West Virginia, Wisconsin Alabama, Alaska, Arizona, Arkansas, California, Colorado, Florida, Georgia, Hawaii, Idaho, Iowa, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Tennessee, Texas, Utah, Washington, Wyoming Use the following Internal Revenue Service Center address or fax number:

End of Election
Once the election is made, it stays in effect until it is terminated. IRS consent generally is required for another election by the corporation (or a successor corporation) on Form 2553 for any tax year before the 5th tax year after the first tax year in which the termination took effect. See Regulations section 1.1362-5 for details.

Specific Instructions
Part I
Cincinnati, OH 45999 Fax: (859) 669-5748

Name and Address

Enter the corporations true name as stated in the corporate charter or other legal document creating it. If the corporations mailing address is the same as someone elses, such as a shareholders, enter c/o and this persons name following the name of the corporation. Include the suite, room, or other unit number after the street address. If the Post Office does not deliver to the street address and the corporation has a P.O. box, show the box number instead of the street address. If the corporation changed its name or address after applying for its employer identification number, be sure to check the box in item D of Part I.

Ogden, UT 84201 Fax: (801) 620-7116

Item A. Employer Identification Number (EIN)

Enter the corporations EIN. If the corporation does not have an EIN, it must apply for one. An EIN can be applied for: Online Click on the EIN link at www.irs.gov/ businesses/small. The EIN is issued immediately once the application information is validated. By telephone at 1-800-829-4933 from 7:00 a.m. to 10:00 p.m. in the corporations local time zone. By mailing or faxing Form SS-4, Application for Employer Identification Number. If the corporation has not received its EIN by the time the return is due, enter Applied for in the space for the EIN. For more details, see Pub. 583.

Acceptance or Nonacceptance of Election

The service center will notify the corporation if its election is accepted and when it will take effect. The corporation will also be notified if its election is not accepted. The corporation should generally receive a determination on its election within 60 days after it has filed Form 2553. If box Q1 in Part II is checked, the corporation will receive a ruling letter from the IRS in Washington, DC, that either approves or denies the selected tax year. When box Q1 is checked, it will generally take an additional 90 days for the Form 2553 to be accepted. Care should be exercised to ensure that the IRS receives the election. If the corporation is not notified of acceptance or nonacceptance of its election within 2 months of the date of filing (date faxed or mailed), or within 5 months if box Q1 is checked, take follow-up action by calling 1-800-829-4933. If the IRS questions whether Form 2553 was filed, an acceptable proof of filing is (a) a certified or registered mail receipt (timely postmarked) from the U.S. Postal Service, or its equivalent from a designated private delivery service (see Notice 2004-83, 2004-52 I.R.B. -2-

Item E. Effective Date of Election

Form 2553 generally must be filed no later than 2 TIP months and 15 days after the date entered for item E. For details and exceptions, see When To Make the Election on page 1. A corporation (or entity eligible to elect to be treated as a corporation) making the election effective for its first tax year in existence should enter the earliest of the following dates: (a) the date the corporation (entity) first had shareholders (owners), (b) the date the corporation

(entity) first had assets, or (c) the date the corporation (entity) began doing business. This same date will be entered for item H. A corporation (entity) not making the election for its first tax year in existence that is keeping its current tax year should enter the beginning date of the first tax year for which it wants the election to be effective. A corporation (entity) not making the election for its first tax year in existence that is changing its tax year and wants to be an S corporation for the short tax year needed to switch tax years should enter the beginning date of the short tax year. If the corporation (entity) does not want to be an S corporation for this short tax year, it should enter the beginning date of the tax year following this short tax year and file Form 1128, Application To Adopt, Change, or Retain a Tax Year. If this change qualifies as an automatic approval request (Form 1128, Part II), file Form 1128 as an attachment to Form 2553. If this change qualifies as a ruling request (Form 1128, Part III), file Form 1128 separately. If filing Form 1128, enter Form 1128 on the dotted line to the left of the entry space for item E.

consent statement, attach it to Form 2553. It must contain the name, address, and EIN of the corporation and the information requested in columns J through N of Part I.

Column L
Enter the number of shares of stock each shareholder owns on the date the election is filed and the date(s) the stock was acquired. Enter -0- for any former shareholders listed in column J. An entity without stock, such as a limited liability company (LLC), should enter the percentage of ownership and date(s) acquired.

Column M
Enter the social security number of each individual listed in column J. Enter the EIN of each estate, qualified trust, or exempt organization.

Column N
Enter the month and day that each shareholders tax year ends. If a shareholder is changing his or her tax year, enter the tax year the shareholder is changing to, and attach an explanation indicating the present tax year and the basis for the change (for example, an automatic revenue procedure or a letter ruling request).

Column K. Shareholders Consent Statement

For an election filed before the effective date entered for item E, only shareholders who own stock on the day the election is made need to consent to the election. For an election filed on or after the effective date entered for item E, all shareholders or former shareholders who owned stock at any time during the period beginning on the effective date entered for item E and ending on the day the election is made must consent to the election. If the corporation filed a timely election, but one or more shareholders did not file a timely consent, see Regulations section 1.1362-6(b)(3)(iii). If the shareholder was a community property spouse who was a shareholder solely because of a state community property law, see Rev. Proc. 2004-35, 2004-23 I.R.B. 1029. Each shareholder consents by signing and dating either in column K or on a separate consent statement. The following special rules apply in determining who must sign. If a husband and wife have a community interest in the stock or in the income from it, both must consent. Each tenant in common, joint tenant, and tenant by the entirety must consent. A minors consent is made by the minor, legal representative of the minor, or a natural or adoptive parent of the minor if no legal representative has been appointed. The consent of an estate is made by the executor or administrator. The consent of an electing small business trust (ESBT) is made by the trustee and, if a grantor trust, the deemed owner. See Regulations section 1.1362-6(b)(2)(iv) for details. If the stock is owned by a qualified subchapter S trust (QSST), the deemed owner of the trust must consent. If the stock is owned by a trust (other than an ESBT or QSST), the person treated as the shareholder by section 1361(c)(2)(B) must consent. Continuation sheet or separate consent statement. If you need a continuation sheet or use a separate -3-

Signature
Form 2553 must be signed and dated by the president, vice president, treasurer, assistant treasurer, chief accounting officer, or any other corporate officer (such as tax officer) authorized to sign. If Form 2553 is not signed, it will not be considered timely filed.

Part II
Complete Part II if you selected a tax year ending on any date other than December 31 (other than a 52-53-week tax year ending with reference to the month of December). Note. Generally, the corporation cannot obtain automatic approval of a fiscal year under the natural business year (Box P1) or ownership tax year (Box P2) provisions if it is under examination, before an area office, or before a federal court with respect to any income tax issue and the annual accounting period is under consideration. For details, see section 4.02 of Rev. Proc. 2002-38, 2002-22 I.R.B. 1037.

Box P1
Attach a statement showing separately for each month the amount of gross receipts for the most recent 47 months. A corporation that does not have a 47-month period of gross receipts cannot automatically establish a natural business year.

Box Q1
For examples of an acceptable business purpose for requesting a fiscal tax year, see section 5.02 of Rev. Proc. 2002-39, 2002-22 I.R.B. 1046, and Rev. Rul. 87-57, 1987-2 C.B. 117. Attach a statement showing the relevant facts and circumstances to establish a business purpose for the requested fiscal year. For details on what is sufficient to establish a business purpose, see section 5.02 of Rev. Proc. 2002-39. If your business purpose is based on one of the natural business year tests provided in section 5.03 of

Rev. Proc. 2002-39, identify if you are using the 25% gross receipts, annual business cycle, or seasonal business test. For the 25% gross receipts test, provide a schedule showing the amount of gross receipts for each month for the most recent 47 months. For either the annual business cycle or seasonal business test, provide the gross receipts from sales and services (and inventory costs, if applicable) for each month of the short period, if any, and the three immediately preceding tax years. If the corporation has been in existence for less than three tax years, submit figures for the period of existence. If you check box Q1, you will be charged a user fee of $1,500 ($625 if your gross income is less than $1 million) (subject to change see Rev. Proc. 2005-1 or its successor). Do not pay the fee when filing Form 2553. The service center will send Form 2553 to the IRS in Washington, DC, who, in turn, will notify the corporation that the fee is due.

statement can be used instead of Part III to make the election. If there was an inadvertent failure to timely file a QSST election, see the relief provisions under Rev. Proc. 2003-43. Note. Use Part III only if you make the election in Part I (that is, Form 2553 cannot be filed with only Part III completed). The deemed owner of the QSST must also consent to the S corporation election in column K of Form 2553. Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount of tax. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103. The time needed to complete and file this form will depend on individual circumstances. The estimated average time is:
Recordkeeping . . . . . . . . . . . . . . . . . . . . . . . Learning about the law or the form . . . . . . . . 9 hr., 19 min. 3 hr., 9 min.

Box Q2
If the corporation makes a back-up section 444 election for which it is qualified, then the section 444 election will take effect in the event the business purpose request is not approved. In some cases, the tax year requested under the back-up section 444 election may be different than the tax year requested under business purpose. See Form 8716, Election To Have a Tax Year Other Than a Required Tax Year, for details on making a back-up section 444 election.

Boxes Q3 and R2
If the corporation is not qualified to make the section 444 election after making the item Q2 back-up section 444 election or indicating its intention to make the election in item R1, and therefore it later files a calendar year return, it should write Section 444 Election Not Made in the top left corner of the first calendar year Form 1120S it files.

Preparing, copying, assembling, and sending the form to the IRS . . . . . . . . . . . . . . . . . . . . 4 hr., 38 min.

Part III
In Part III, certain qualified subchapter S trusts (QSSTs) may make the QSST election required by section 1361(d)(2). Part III may be used to make the QSST election only if corporate stock has been transferred to the trust on or before the date on which the corporation makes its election to be an S corporation. However, a

If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can write to Internal Revenue Service, Tax Products Coordinating Committee, SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, IR-6406, Washington, DC 20224. Do not send the form to this address. Instead, see Where To File on page 2.

-4-

DETERMINE IF YOU WILL BE LIABLE FOR VIRGINIA UNEMPLOYMENT TAX

Welcome, we are glad you are doing business in Virginia! Did you know that the Virginia Employment Commission (VEC) can help you find qualified applicants to fill your job vacancies, provide labor market information, tax credit information and other services? Let our team help yours! The VEC wants you to have the information you need. Our website, www.vec.virginia.gov, describes many services and contains valuable information and links to related websites. All of our publications, including those listed below, are available on line under Employer Services Publications. You can get address and telephone information for the nearest VEC field office on our website or by dialing 1(800) 897-5630. If you decide to call a field office, ask for a field Tax Representative. TTY or TDD users (deaf and hard of hearing): can access the VEC by dialing 1-800-828-1120 or 711 then request the operator to dial 1(866) 835-6058. To learn more about business Federal and State taxes, you can view on line education, go to http://www.irs.gov/businesses/small/article/0,,id=99021,00.html or contact Internal Revenue Service at (804) 916-3895 to determine when a workshop will be available in your area. To obtain information related to filing your Virginia taxes (both employment and state) online please visit http://www.business.tax.virginia.gov/BusinessLogin.jhtml. If you dont have access to the Internet or you wish to obtain a hard copy of any o the following publications, you may complete the form below and mail it to: Virginia Employment Commission, Employer AccountsRoom 108, P O Box 1358, Richmond, VA 23218-1358. Your company could receive a Federal Income tax credit of up to $2,400 by hiring an eligible person through the Work Opportunity Tax Credit! More information is available on our website or dial (804) 786-4468.

Please print your employer account number here Your Mailing address
Is this address a change from the address we mailed this letter to? Do you wish to change your mailing address to the address above? Yes Yes

Please check the box next to the publications you would like: Employer Handbook Virginia Unemployment Compensation Act VEC Rules and Regulations Affecting Unemployment Insurance
Allow three to four weeks for delivery. The VEC is an equal opportunity employer/program Auxiliary aids and services are available upon request to individuals with disabilities Rev 3/05

STEP 4
11

STEP 4

Your business is subject to Virginia unemployment tax if one or more of the following conditions are met: Your business has at least one employee (ten for agricultural business) for some portion of any day, in each of 20 different weeks in a calendar year. Your business has $1,500 in total gross quarterly payroll ($20,000 agricultural business or $1,000 for domestic labor) in any calendar quarter. Your business has acquired a business subject to the tax. Your business is a governmental operation or political subdivision. Your business is a nonprofit organization and has four or more employees for some portion of a day during any 20 different weeks in a calendar year in Virginia.

REGISTRATION REQUIREMENTS FOR THE VIRGINIA EMPLOYMENT COMMISSION If your business is subject to Virginia unemployment tax based on the above criteria,

then you need to complete the Virginia Employment Commission Report to Determine Liability for State Unemployment Tax (Form VEC-FC-27). A copy of this form is provided at the end of this step. You can also download the latest version of this form via the Internet from the Virginia Employment Commissions web site at www.vec.virginia.gov under Employer Services, or click on the ireg button at this web site and apply electronically.

12

COMMONWEALTH OF VIRGINIA
VIRGINIA EMPLOYMENT COMMISSION PO BOX 1358 RICHMOND, VIRGINIA 23218-1358
1. 2. Federal ID Number Type of Organization: LLC Sole Proprietorship Other 3. Name of Employer (Enter exact name of legal entity) Trade Name c/o (if applicable) Mailing Address Virginia BUSINESS Location Address (If more than one Virginia location, attach list of other addresses) 4. If you are a contractor involved with buildings, and/or roads, state the type: Do you have a base of operations in any state other than Virginia? 5. When did you first have employees working in Virgina? Number of employees working in Virginia Name of successor, if any 6. 7a. Do you work any individuals in the course of your business, or in your home, that you do not consider employees? Yes No Yes No (MM/DD/YYYY) Telephone Number Fax Number Zip Code Zip Code Sole Proprietorship LLC Partnership Partnership LLC Corporation E-Mail Address Limited Partnership Corporation

Government or Political Sub-Division

If your business is INACTIVE, give date employment ceased

GENERAL EMPLOYERS: Did, or will, your business have a quarterly payroll of $1,500 or more in Virginia during the current or preceding 3 years? Yes No If Yes, enter the earliest quarter and year: Qtr. Year

Also, if Yes, enter the date that you reached $1,500 or more:

.
| Wks. Yr. .

Enter number of weeks during the current or

preceding 3 years you had one or more workers performing services for you for some portion of a day in Virginia: Wks. Yr. | Wks. Yr. | Wks. Yr. . Enter the date you reached the 20th week for

the first time with one (1) or more workers: 7b.

AGRICULTURAL EMPLOYERS: Did, or will, your agricultural operation have a quarterly payroll of $20,000 or more in Virginia during the current or preceding 3 years? Yes No If Yes, enter the earliest quarter and year: Qtr. Year

Also, if Yes, enter the date that you reached $20,000 or more:

.
| Wks. Yr. .

Enter number of weeks during the current or

preceding 3 calendar years you had ten or more agricultural workers performing services for you for some portion of a day in Virginia: Wks. Yr. | Wks. Yr. | Wks. Yr. . Enter the date you reached the 20th week for

the first time with ten (10) or more workers: 7c.

DOMESTIC EMPLOYERS: Did, or will, you have a quarterly domestic payroll of $1,000 or more in Virginia during the current or preceding 3 years? Yes No If Yes, enter the earliest quarter and year: Qtr. Year

Also, if Yes, enter the date that you reached $1,000 or more:

FORM VEC-FC-27(4/01)

8.

NONPROFIT EMPLOYERS: Is your organization exempt from Tax under Section 501(a) and 501(c)(3) of the Internal Revenue Code? Yes No If Yes, attach a copy of your letter of exemption from the IRS and specify below the number of weeks during the

current and preceding 3 years you had four or more workers performing services for you for some portion of a day in Virginia: Wks. Yr. | Wks. Yr. | Wks. Yr. | Wks. Yr. . Also, if Yes, enter the date you reached the . If Yes, did you acquire all or part? All Part

20th week for the first time with four (4) or more workers: 9. Have you acquired a business in Virginia? Yes Date acquired: No

(MM/DD/YYYY). From whom did you acquire the business (enter legal entity name and trade name) .

Previous owners VEC Account Number:

(See instructions on Acquisitions).

10.

Are you now, or have you ever been, liable for the Federal Unemployment Tax? (This is not to be confused with Social Security or

Workers Compensation) Yes

11.

No

If Yes, what year(s):

Describe the kind of business in Virginia, giving specific details of items, customers, etc., such as retail-womens clothes; wholesale-office equipment; construction-single family homes, etc. (See instructions).

12.

Is the Virginia business primarily performing services for other units of the same company? If Yes, indicate: Administrative (ADMN headquarters, DP centers, etc.) Research, Development or Testing Storage (Warehouse)

Yes

No

Other (Specify)

13.

Name the Virginia CITY or Virginia COUNTY in which business is located (Specify location where work is actually performed).

14.

List the Name, Social Security Number, Residence Address, and Zip Code of the Owner, Partners, or Corporate Officers:

NAME

SOCIAL SECURITY NUMBER

RESIDENCE ADDRESS

I certify that the information contained in this report is true and correct to the best of my knowledge.

Date:

Employers Signature:
Mail completed form to: VEC, Employer Accounts - Room 108, PO Box 1358, Richmond, VA 23218-1358 or FAX to 804-786-5890. The VEC is an Equal Opportunity Employer/Program. Auxiliary aids and services available upon request to individuals with disabilities.

ACCOUNT STATUS CODING (FOR VEC USE ONLY)

EMP-ACCT-NO ADDRESS-CD AC-STATUS-DTE LIABILITY-DTE ACQ-DTE WAGE-RPT-CD VEC-20 ATTACH/EST-QTR/YR AREA-CD MULTIPLANT-CD NEW-ACCT-CD HOW-LIABLE-CD AC-STATUS-CD ACQ-CD SUBSID-AC-NO TYPE-BUSINESS-CD SUCC-ACCT-NO VERIFIED SIC-OWN-CD TRADE-NAME-CD CONTRBTR-CD FIRST-EMP-DTE COMBINED-AC-CD MASTER-AC-NO FOREIGN-CTR-CD PRED-ACCT-NO AUX-CD FORM VEC-FC-27 (4/01)

INSTRUCTIONS FOR PREPARING FORM VEC-FC-27 Enter your responses in the spaces provided, print, sign, and return the completed form VEC~FC-27 to the Virginia Employment Commission, Employer Accounts - Room 108, PO Box 1358, Richmond, VA 23218-1358, or fax the completed and signed form to (804) 786-5890. Questions should be directed to the VEC field office nearest you. A list of VEC field offices is available online at www.vaemploy.com. Form VEC-FC-27 is required by law if you have or had any employees. Under Federal Law Section 6103-D of the Internal Revenue Code, the VEC obtains information from the IRS. Such information may be disseminated to other governmental agencies and the Virginia Department of Taxation under Section 2.1-377 of the Code of Virginia. If you do not agree with our liability determination, Section 60.2-500 of the Virginia Unemployment Compensation Act allows you to submit a written request for a hearing. WHO IS AN EMPLOYEE? One who performs a service for remuneration under any contract of hire written, oral, expressed or implied. An individual proprietor of a proprietorship is not an employee. Partners of a partnership are not employees. Officers of a corporation are employees if they perform a service and expect to be paid. WHAT ARE WAGES? All remuneration payable for personal service, including commissions, tips, bonuses and the cash value of all remuneration payable in any medium other than cash. Please keep in mind the cash value of remuneration means board, lodging, or any other payment in kind, considered as payment for services performed by the worker. However, the value of meals and lodging furnished to an employee at the premises of the employer is not considered as wages if these benefits are furnished for the convenience of the employer. HOW AM I LIABLE? You are subject to the Unemployment Tax if you have met one of the following criteria) One or more employees (ten employees if your operation is agricultural) for some portion of a day during any 20 different weeks in a calendar year, or 2) A $1,500 or more total gross quarterly payroll ($20,000 if your business is agricultural; $1,000 if domestic labor), or 3) Acquired a business subject to this tax, or 4) Been subject to the Federal Unemployment Tax, or 5) You are a governmental operation or political subdivision, or 6) A nonprofit organization under Section 50 1(c) (3) of the Internal Revenue Code and had four or more employees for some portion of a day during any 20 different weeks in a calendar year. The law requires that you contact us anytime you meet the criteria mentioned above. GENERAL EMPLOYERS (Question 7a): Those employers who operate any kind of a business. Do not include agricultural or domestic employees in answering question 7a. AGRICULTURAL EMPLOYERS (Question 7b): Includes those operations in which the service is performed on a farm, in connection with cultivating the soil, or in connection with raising or harvesting any agricultural or horticultural commodity, including the raising, shearing, feeding, caring for, training, and management of livestock, bees, poultry, and fur bearing animals and wildlife. Do not include agricultural labor when answering question 7a. DOMESTIC EMPLOYERS (Question 7c): Occupations usually considered as domestic services in private households cooks, laundresses, aids, sitters, butlers, personal secretaries, managers of personal affairs, nurse's aides, companions, porters, gardeners, caretakers, chauffeurs, and other maintenance workers. Do not include domestic labor in answering questions 7a and 7b. NONPROFIT ORGANIZATIONS (Question 8): If you answer yes to Question 8, do not complete questions 7 or 10. ACQUISITIONS (Question 9): TOTAL ACQUISITIONS--The rate experience will automatically pass to the successor. PARTIAL ACQUISITIONS-The predecessor has thirty (30) days from the date of notification to submit form VEC-FC-45 in order for the partial successor to obtain the predecessor's experience record. DESCRIPTION OF BUSINESS/LABOR (Question 11): In describing business, be specific as to kind of items, customers, etc. Use a separate sheet if necessary. If you have domestic labor only, please indicate. TAXABLE WAGE BASE: $8,000. TAX RATES FOR NEWLY COVERED EMPLOYERS: The rate is 2.5% for 2002, 2.53% for 2003, 2.84% for 2004, and 2.92% for 2005. Out of state contractors of buildings and/or roads are assigned the maximum rate (6.2% for the year 2002, 6.23% for 2003, 6.54% for 2004, and 6.62% for 2005) if the principal place of business (main office, corporate headquarters, executive offices. etc.) is located in another state or country. Upon receipt of this information, a determination will be made, a number will be assigned if liable, and/or adjustments will be made to your account.
VEC-FC-27 B (R-1/05)

REGISTRATION REQUIREMENT FOR THE VIRGINIA DEPARTMENT OF TAXATION

Every company transacting business in Virginia must register with the Department of Taxation for all taxes that may apply to the operation of the business. You may register your business either online at the agencys web site or by completing and mailing a registration form. REGISTER ONLINE Registering your business online at the agencys web site is the quickest and easiest way to register your business. Plus, when you register online, you can also register with the Virginia Employment Commission at the same time you register your business with the Department of Taxation. To register online, visit our web site at www.tax.virginia.gov.

www.tax.virginia.gov
REGISTER BY MAIL Complete the Combined Registration Application Form (Form R-1) located at the end of this section and mail it to the address shown on the form. For assistance, call or visit our Central Office or Norfolk District Office. Contact information is located at the end of this section. DETERMINE IF YOU WILL BE LIABLE FOR VIRGINIA TAXES Corporation Income Tax (804) 367-8037. Corporations conducting business in Virginia or receiving income from Virginia sources must file a corporation income tax return. The following exceptions apply: Public service corporations (other than railroads) Insurance companies; and Corporations not conducted for profit, which are exempt from federal income tax. Pass-Through Entity Return Of Information (804) 367-8037. Effective for taxable years beginning on or after January 1, 2004, every pass-through entity (PTE) doing business in Virginia or having income from Virginia sources is required to file a return of income for each taxable year with the Department of Taxation. Pass-through entities include Subchapter S corporations, general partnerships, limited partnerships, limited liability partnerships (LLPs), limited liability companies (LLCs), electing large partnerships and business trusts. A pass-through entity is any entity that is recognized as a separate entity for federal income tax purposes and the owners of which report their distributive or pro rata shares of the entitys income, gains, losses, deductions and credits on their own income tax returns. A single-member LLC that is disregarded as a separate entity for federal income tax purposes will be similarly treated for Virginia income tax. Employer Income Tax Withholding (804) 367-8037. If wages are paid to one or more employee(s), the employer is required to withhold state income tax from those wages and remit the tax to the Department of Taxation. Retail Sales Tax (804) 367-8037. Retail sales are defined as sales of tangible personal property to any person for any purpose other than for resale. If retail sales of tangible personal property are made in Virginia during the regular course of business, sales tax must be collected on the gross receipts and sent to the Department of Taxation. The tax must be collected from customers by separately showing the amount of tax and adding it to the price.

Quick as a Click

STEP 5
13

STEP 5
14

Use Tax/Consumer Use Tax (804) 367-8037. An out-of-state vendor who engages in business in this state as a dealer is required to register and to collect and pay the tax on all taxable tangible personal property sold or delivered for storage, use or consumption in this state. Such dealers must file returns and perform all other duties required of dealers in this state. In addition, the use tax applies to tangible personal property used, consumed or stored in Virginia, but purchased outside the state that would have been subject to sales tax if purchased in this state. The use tax also applies to purchases, leases or rentals made in Virginia if the sales tax was not paid at the time of purchase, lease or rental. Litter Tax (804) 367-8037. This tax does not apply to individual consumers. This tax is imposed on every business in the state that, on January 1 of the taxable year, was engaged as the manufacturer, wholesaler, distributor, or retailer of the following products: food for human or pet consumption; groceries; cigarettes and tobacco products; soft drinks and carbonated waters; beer and other malt beverages; wine; newspapers and magazines; paper products and household paper; containers made of glass or metal; plastic, or fiber containers made of synthetic material; cleaning agents and toiletries; non-drug drugstore sundry items; distilled spirits; and motor vehicle parts. Tire Recycling Fee (804) 367-8037. The fee is levied for each new tire sold at retail in Virginia. The fee may be passed on to the retail customer if separately stated. Dealers Aircraft Sales and Use Tax (804) 786 -2450. This tax is paid by the aircraft dealer upon the gross receipts derived from the rental or lease of aircraft in Virginia. Enter the Virginia commercial fleet aircraft license number (assigned by the Virginia Department of Aviation), the date issued and the expiration date. Also enter the number of aircraft owned during the preceding calendar year. To qualify for the dealers exclusion under the Virginia Aircraft Sales and Use Tax Act, the dealer must own five or more aircraft during the calendar year. Aircraft Consumer Use Tax (804) 786 -2450. This tax is imposed upon the purchaser of any aircraft sold in Virginia, and upon the user of any aircraft not sold in Virginia, if required to be licensed by the Department of Aviation for use in Virginia. Motor Vehicle Fuel Sales Tax (804) 367-8037. This tax is imposed in certain Northern Virginia localities on the retail sale of motor fuels.

T
Vending Machine Sales Tax (804) 367-8037. This tax is imposed on dealers placing vending machines through which they sell tangible property. Watercraft Sales & Use Tax (804) 367-8037. This tax is imposed upon the purchaser of any watercraft sold in Virginia, and upon the user of any watercraft not sold in Virginia, if required to be titled with the Department of Game and Inland Fisheries for use in Virginia. Corn Assessment (804) 786 -2450. This assessment is levied on corn produced for sale in Virginia. The handler (including any farmer who sells his or her corn out of state) is responsible for payment of the assessment. It is deducted from payments to farmers for corn purchased. Cotton Assessment (804) 786 -2450. An assessment is levied on any cotton sold in Virginia. The handler is responsible for deducting the assessment from payments for cotton purchased from the owner. For purposes of this tax, handler means a commercial enterprise which gins cotton. Egg Excise Tax (804) 786 -2450. This assessment is levied on shell eggs and egg products sold or consumed in Virginia. The handler of such eggs is responsible for collecting and remitting the tax. Generally, the last handler who sells eggs to a Virginia retailer or food service establishment is liable for the tax.

Forest Products Tax (804) 786 -2450. This tax is levied on every person in Virginia engaging in the business of manufacturing, shipping, or severing timber or any other forest products from the soil for sale, profit or commercial use. Peanut Excise Tax (804) 786 -2450. An excise tax is levied on peanuts grown and sold in Virginia for processing. The processor is liable for the payment of the tax on all peanuts such processor purchases. A processor is defined as any person, individual, corporation, partnership, trust, association, cooperative, and any and all other business units, devices and arrangements that clean, shell or crush peanuts. Sheep Assessment (804) 786 -2450. This is an assessment levied on sheep and lambs sold in Virginia. The handler (defined as an operator of a stockyard, livestock dealership, slaughter house, packing plant, or livestock auction market or any person or business entity making a purchase from a producer at the point at which the sheep or lamb is sold or traded) is responsible for the payment of tax on all sheep and lambs. The assessment must be deducted by the handlers from payments to owners of the sheep and lambs. Small Grains Assessment (804) 786 -2450. This is an assessment on all sales of wheat, barley, rye and oats produced in Virginia. The handler of small grains who purchases such grains produced in Virginia shall deduct from payments made to the farmer the amount of the assessment and remit this amount to the Department of Taxation. The term handler includes any farmer who transports and sells his own grain out of state. Soft Drink Excise Tax (804) 786 -2450. This tax is levied on every wholesaler or distributor of carbonated soft drinks in Virginia. Soybean Assessment (804) 786 -2450. The first buyer (whoever pays the producer -country elevator, terminal, processor, seedsman, trucker, or extruder) is responsible for collecting a soybean assessment from the producer. First-buyers will be required to collect on all soybeans purchased (provisions are in place to identify soybeans checked-off at previous sale point) regardless of the state of origin. Other Tobacco Products Tax (804) 786 -3503. This tax is imposed on every wholesale dealer within Virginia selling any tobacco product to a retail dealer located within the Commonwealth or selling any tobacco product to institutional, commercial, or industrial users located in the Commonwealth. Chain store distribution centers or houses that distribute any tobacco products to their stores for sale at retail are deemed to be a wholesale dealer selling to a retail dealer. In addition, the tax is imposed on all retail dealers for each package of tobacco product purchased from a wholesale dealer located outside Virginia, which has not registered to collect the tax. Please check with your wholesale dealer before you register. In addition to the taxes listed above, you may be liable for any of the miscellaneous taxes listed below. To register for the following miscellaneous taxes, you must contact the Department of Taxation. Bank Franchise Tax Public Facilities Tax Cigarette Tax Special Fuel Tax

Forms and additional information may be obtained at the departments main and Norfolk district office. A list of the Department of Taxation addresses is shown below. Most Virginia tax forms are available by connecting to www.tax.virginia.gov.

STEP 5
15

STEP 5

OFFICES OF THE DEPARTMENT OF TAXATION

MAIN OFFICE: Customer service hours are from 8:30 a.m. to 4:30 p.m. Monday through Friday. Tenemos servicios disponible en Espaol Mailing Address: Virginia Department of Taxation Office of Customer Services P.O. Box 1115 Richmond, VA 23218-1115 Street Address: Virginia Department of Taxation 3600 West Broad Street Richmond, VA 23230-4915 Phone: (804) 367-8037

Norfolk District Office 6340 Center Drive, Suite 101 Norfolk, VA 23502 Phone: (757) 455-3810

FORMS REQUEST UNIT: Virginia Department of Taxation Forms Request Unit P.O. Box 1317 Richmond, Virginia 23218-1317 Richmond Area: (804) 440-2541 Fax: (804) 236-2759 Internet: www.tax.virginia.gov

16

Form R-1

Virginia Department of Taxation Business Registration Application

For Office Use Only

Operator Date Processed

Register a new business online using iReg at www.tax.virginia.gov

Please read instructions carefully before completing this form. For assistance call 804-367-8037. Completed form can either be mailed or faxed to: Registration Unit Virginia Department of Taxation P. O. Box 1114 Richmond, VA 23218-1114 FAX Number (804) 367-2603

Reason For Submitting This Form

Check One New Business - Never Registered Complete Sections I through V.
Add Tax Types to Existing Registration Complete Sections I, II, and V, and update Sections III and IV, if changed. Add Additional Locations to Existing Registration Complete Sections I, II, and V, and update Sections III and IV, if changed.

Section I - Business Information

1 Entity Type - Check One
C Corporation S Corporation General Partnership Limited Partnership Limited Liability Partnership (LLP) Limited Liability Company (LLC) Sole Proprietor Non-Profit Organization Non-Profit Corporation Estate/Trust Virginia State Government Federal Government Local Government Other State Gov't (not VA) Other Government Public Service Bank Savings and Loan Credit Union Cooperative Other Business

2 Business Name - Enter full legal name of business. Sole proprietors, enter owner's name (first, middle initial, last). 3 Taxpayer Identification Number a. FEIN - Enter your Federal Employer Identification Number (FEIN). All
businesses must have a FEIN, except for the Sole Proprietors who are not required by IRS to have one.

b.

SSN - If you are a Sole Proprietor and are not required by the IRS to have a FEIN, enter your Social Security Number (SSN).

Check here if you have applied for a FEIN or SSN, but have not yet received the number. 4 Principal Business Activity - Enter the code and its description that describes your business (see instructions).
C ode Description

5 Primary Mailing Address

Street Address or P.O. Box City, State and ZIP Code

6 Business Formation - If a corporation, enter the state and the date of its incorporation. All others, enter the state and date of formation.
Incorporation or Formation State Year of Incorporation of Formation (yyyy)

7 Contact Information - Enter business contact information for all your business entities.
Contact Person Email Address Contact Phone Number (Including area code) FAX Number (Including area code)

Va. Dept. of Taxation 1501220 (Rev 1/20/05)

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Business Name

Taxpayer Identification Number

Section II - Tax Types

A Sales and Use Tax - Use this area to register for Sales and Use Taxes. See Instructions. Check this box if you do not need tax return forms mailed to you. 1 Filing Options - For businesses with multiple locations, indicate below how you want to submit your return(s). a File one combined return for all business locations in the same locality. b File one consolidated return for all business locations. (See Instructions.) c File a separate return for each business location. 2 Business Locations - Complete for each location. Photocopy this page if you have more than 2 locations.
a) Add This Location to This Virginia Account Number b) Trade Name of Business d) Business Physical St. Address - If different from one shown on page 1. (No P.O. Boxes.) e) Contact Name - If different from one shown on page 1. f) Mailing Address - If different from above. g) Principal Business Activity Code City, State and ZIP Code Contact Email c) Business Locality Code

Contact Phone Number

City, State and ZIP Code h) Date Location Opened

Description of Principal Business Activity At This Location

i) Indicate Tax Type(s) and Beginning Tax Liability Date For This Location You may be required to register for Litter Tax in Section F. See instructions.

Retail Sales Tax (In State Dealers) Use Tax (Out of State Dealers) Consumer Use Tax Aircraft Tax

Date Date Date Date

JA N

Motor Fuels Tax Watercraft Tax Tire Recycling Fee

Date Date Date

No. Aircraft Owned Previous Year:

FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

Virginia Commercial Fleet Aircraft License Number:

j) Seasonal B usiness - Check months you are active. (Complete if you are only open part of the year.)

k)

Specialty Dealer - Check this box if you sell at flea markets, craft shows, etc. at various locations in Virginia.

3 Additional Business Location - Complete for additional location.

a) Add This Location to This Virginia Account Number b) Trade Name of Business d) Business Physical Street Address (May not be a P.O. Box.) e) Contact Name f) Mailing Address - If different from above. g) Principal Business Activity Code City, State and ZIP Code Contact Phone Number Contact Email c) Business Locality Code

City, State and ZIP Code h) Date Location Opened

Description of Principal Business Activity At This Location

i) Indicate Tax Type(s) and Beginning Tax Liability Date For This Location You may be required to register for Litter Tax in Section F. See instructions.

Retail Sales Tax (In State Dealers) Use Tax (Out of State Dealers) Consumer Use Tax Aircraft Tax

Date Date Date Date

JA N

Motor Fuels Tax Watercraft Tax Tire Recycling Fee

Date Date Date

No. Aircraft Owned Previous Year:

FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

Virginia Commercial Fleet Aircraft License Number: j) Seasonal B usiness - Check months you are active.
(Complete if you are only open part of the year.)

k)

Specialty Dealer - Check this box if you sell at flea markets, craft shows, etc. at various locations in Virginia.
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Va. Dept. of Taxation 1501220 (Rev 1/20/05)

Business Name

Taxpayer Identification Number

B Vending Machine Sales Tax

For Existing Accounts, Enter Virginia Account Number Date You Became Liable for Vending Machine Tax

1 City or County and Locality Code - Enter each locality you will operate vending machines (see instructions).
Locality 1 City or County Locality Code Locality 2 Locality 3 Locality 4 Locality 5 Locality 6

C Withholding Tax
For Existing Accounts, Enter Virginia Account Number Date You Became Liable for Withholding Tax

Check this box if you do not need tax return forms mailed to you. 1 Filing Frequency
- Based on the Virginia Income Tax you expect to withhold each quarter. Quarterly Filer - Less than $300 per quarter Semi-Weekly Filer - $3,000 or greater per quarter Monthly Filer - Between $300 and $3,000 per quarter Infrequent Filer - Pension Plans Only JA N FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC

2 Seasonal Business - Check months you are active.

(Complete if you are only open part of the year.) Street Address or P.O. Box

3 Mailing Address

- If different from one shown on page 1. City, State, ZIP Code

4 Contact Information - If different from one shown on page 1.

Name Contact Phone Number Email Address

D Corporate Income Tax

For Existing Accounts, Enter Virginia Account Number Date You Became Liable for Corporate Tax Check one. Fiscal Year Filer (Enter fiscal beginning and ending month of your taxable year. Beginning ____________ Ending ____________ ) Contact Phone Number - If different from one shown on page 1. City, State and ZIP Code Email Address

1 Tax Year - Must be same as your Federal taxable year.

Calendar Year Filer (1/1 - 12/31) OR

2 Contact Information
Name

3 Mailing Address

Street Address or P.O. Box

4 Subsidiary or Affiliate

- Complete the following if this business is a subsidiary or affiliated with another business. Parent Company's FEIN City, State and ZIP Code

Parent Company's Business Name Parent Company's Street Address or P.O. Box

E Pass-Through Entity Return of Information

For Existing Accounts, Enter Virginia Account Number Date of Formation Check one. Fiscal Year Filer (Enter fiscal beginning and ending month of your taxable year. Beginning ____________ Ending ____________ ) Contact Phone Number - If different from one shown on page 1. City, State and ZIP Code Email Address

1 Tax Year - Must be same as your Federal taxable year.

Calendar Year Filer (1/1 - 12/31) OR

2 Contact Information
Name

3 Mailing Address

Street Address or P.O. Box

Va. Dept. of Taxation 1501220 (Rev 1/20/05)

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Business Name

Taxpayer Identification Number

F Miscellaneous Taxes Tax Type - See instructions.

Corn Assessment Cotton Assessment Egg Excise Tax Forest Products Tax Litter Tax

Indicate tax type and the date you became liable.

Date Date Date Date Date

Peanut Excise Tax Sheep Assessment Small Grains Assessment Soft Drink Excise Tax Soybean Assessment Other Wholesaler Chain Store Retailer

Date Date Date Date Date Date

Other Tobacco Products Date For Other Tobacco Products, Check One

Section III - Responsible Officer(s)

Section 58.1-1813 of the Code of Virginia provides that a corporate or partnership officer may be held personally liable for any of the taxes registered on this form if that person willfully fails to pay, collect or truthfully account for the tax, or willfully attempts in any way to evade, defeat or not pay the tax. Notify the Department of Taxation when there is a change of responsible officers. Notification must be in writing and include changes in names, addresses and telephone numbers. Complete this line for each responsible officer who is an owner, partner, member, corporation officer or trustee. Attach additional pages, if needed. In the case of a limited partnership, complete this line for each general partner. See instructions for additional information.

Notify the Department of Taxation w hen there is a change of responsible officers.

a) Name of Responsible Officer c) Relationship Title g) Home Street Address Or P.O. Box a) Name of Responsible Officer c) Relationship Title g) Home Street Address Or P.O. Box a) Name of Responsible Officer c) Relationship Title g) Home Street Address Or P.O. Box d) Date Became Officer d) Date Became Officer d) Date Became Officer b) S S N e) Home Phone Number City, State, ZIP Code b) S S N e) Home Phone Number City, State, ZIP Code b) S S N e) Home Phone Number City, State, ZIP Code f ) Email address f ) Email address f ) Email address

Section IV - Electronic Funds Transfer (EFT)

Businesses with an average monthly Virginia employer withholding, sales and use, or corporation income tax liability exceeding $20,000 are required by law to pay that tax by Electronic Funds Transfer (EFT). This threshold applies to each tax separately. Check the box for each tax that EFT is required. Sales & Use Tax (In-State Dealers) Use Tax (Out-Of-State Dealers) Corporation Income Tax Employer Withholding Tax Check here if you would like to receive an EFT guide, even though you are not required to pay by EFT.

Section V - Signature
Important - Read Before Signing
This registration form must be signed by an officer of the corporation, limited liability company or unincorporated association, who is authorized to sign on behalf of the organization. The proprietor must sign for a sole proprietorship.

Under penalty of law, I believe the information on the application to be true and correct.
Signature Title

Name - Printed

Date

Daytime Phone Number

Va. Dept. of Taxation 1501220 (Rev 1/20/05)

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Instructions for Completing Form R-1 Business Registration Application

Register new businesses online using iReg at www.tax.virginia.gov
Please read instructions carefully before completing this form. Please print or type, and provide the information requested on all lines that apply to your business. If a line does not apply, leave it blank. For assistance call 804-367-8057. Completed form can either be mailed or faxed to: Registration Unit Virginia Department of Taxation P. O. Box 1114 Richmond, VA 23218-1114 FAX Number (804) 367-2603 NOTE: This application cannot be used to request a consolidated account number for Sales Tax accounts. To consolidate five or more Sales Tax accounts under a single account number, submit your request in writing to: Registration Unit, Virginia Department of Taxation, P.O. Box 1114, Richmond, VA 23218-1114. Include the legal business name and the registration numbers of all accounts you wish to consolidate.

Instructions Reason For Submitting This Form

Check the box on the form to indicate the reason you are submitting this form. New Business - Never Registered - Select this option if you want to register a new business that has never been registered for any Virginia business tax. Do not check this box if your business has ever been assigned a Virginia business tax account number. Also, complete Sections I thru V. Add Tax Types to Existing Registration - Select this option if this business has a Virginia account number and is adding tax types to that account. (For example, you are currently registered for Sales and Use Tax and you now want to register for Withholding.) Also, complete Sections I, II and V, and update Section III and IV, if changed. Add Additional Locations to Existing Registrations - Select this option if you want to add one or more locations to your existing consolidated account number. For example, if your business already has five stores registered to file under one consolidated account number and you need to add a sixth store to that account, the sixth store is considered a new location. Enter your previously assigned Virginia consolidated account number. For information on requesting a consolidated account, see the NOTE at the beginning of this section of the instructions. Also, complete Sections I, II and V, and update Sections III and IV, if changed. General Partnership - A General Partnership is a relationship existing between two or more persons who join together to carry on a trade or a business. Refer to Section II, E. Limited Partnership - A Limited Partnership has two classifications of partners. General partners retain control over the management of the partnership and are liable for all debts. Limited partners invest money or property in the business and are entitled to share in the profits. The limited partners liability is limited to the extent of their investment. Refer to Section II, E. Limited Liability Partnership (LLP) - A limited liability partnership is formed under a state limited liability partnership law. Generally, a partner in an LLP is not personally liable for the debts of the LLP or any other partner, nor is a partner liable for the acts or omissions of any other partner, solely be reason of being a partner. Refer to Section II, E. Limited Liability Company (LLC) - A limited liability company is an unincorporated association usually having one or more members. It is a separate legal entity that limits the personal liability of its owners. Internal Revenue Service regulations allow a limited liability company to be classified for tax purposes as either a corporation or a partnership. If classified for tax purposes as a corporation, refer to Section II, D. If classified for tax purposes as a partnership, refer to Section II, E. Sole Proprietor - A Sole Proprietorship is an unincorporated business that is owned and operated by one person. This person receives all the profits and is personally liable for all the losses and taxes. Non-Profit Organization - A Non-Profit Organization that meets the requirements under Section 501(c)(3) of the Internal Revenue Code and is not incorporated. Non-Profit Corporation - A Non-Profit Corporation is a corporation with a nonprofit, tax-exempt status under Section 501(c) of the Internal Revenue Code and is incorporated as a non-stock corporation.

Section I - Business Information

Line 1 Entity Type - Choose one of the following that best describes the type of ownership of this business (same designation as reported to IRS). C Corporation - A C Corporation is an entity with a legal existence separate from its owners. S Corporation - An S Corporation is an entity with a legal existence separate from its owners and where the owners have elected to be treated as an S Corporation. In general, an S Corporation does not pay any income tax but passes its income and expenses through to its shareholders to be included on their separate returns. Refer to Section II, E.
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Estate/Trust - An unincorporated business that is governed by a fiduciary instrument such as a trust agreement or will. Virginia State Government - Virginia State Government entities are part of the government of the Commonwealth of Virginia. Federal Government - Federal Government entities are part of the government of the United States of America. Local Government - Local Government entities include government or administration of a particular locality, especially the governmental authority of a municipal corporation, as a city or county. Other State Government (not VA) - Government entities at the state level (i.e., a body of people occupying a definite territory of the United States and organized under one government) other than Virginia. For this purpose, the District of Columbia is considered a state government. Other Government - Government entities of another country or city in another country. Public Service - A Public Service corporation is an entity that conducts a business of a public service nature as defined in Section 58.1-2600 and Section 13.1-620 of the Code of Virginia. Bank - A Bank is a corporation authorized by statute to accept deposits and to hold itself out to the public as engaged in the banking business in this Commonwealth. (See Section 6.1-4 of the Code of Virginia.) Savings and Loan - A Savings and Loan Association, a building and loan association, building association, or savings bank, whether organized as a capital stock corporation or a non-stock corporation which is authorized by law to accept deposits and to hold itself out to the public as engaged in the savings institution business. (See Section 6.1-194.2 of the Code of Virginia.) Credit Union - A Credit Union is defined in Section 6.1-225.2 of the Code of Virginia as a cooperative, nonprofit corporation, organized to do business for the purposes of encouraging thrift among its members. Also, providing an opportunity for its members to use and control their own money on a democratic basis in order to improve their economic and social condition, and providing any other service that may be of benefit to its members, consistent with the provisions of this chapter and any regulations adopted by the Commission under this chapter. Cooperative - A Cooperative is a business that the Virginia State Corporation Commission has designated to be a cooperative based on Section 13.1-301 of the Code of Virginia. Other Business - If unsure of the type of ownership, check this box and explain the ownership of this business on a separate sheet. Line 2 Enter the full legal name of the business. Sole proprietors should enter the owners first name, middle initial, last name.

Line 3 Enter the taxpayer identification number. a. FEIN - Enter the Federal Employer Identification Number (FEIN). All businesses must have a FEIN, except for the Sole Proprietors who are not required by IRS to have one. b. SSN - If you are a Sole Proprietor and are not required by the IRS to have a FEIN, enter your Social Security Number (SSN). If you have applied for a FEIN, check the box. Line 4 Enter the six-digit Principal Business Activity Code and a description of your principal business activity. The description should state what product line or service your business provides. A list of codes are located at the end of these instructions. It should be the same designation as used for the IRS. Line 5 Enter the primary mailing address of your business. If you have different addresses for various tax types, provide that information in the applicable section. It should not be your bookkeeper or CPA. Line 6 If a corporation, enter the state and the date the corporation was incorporated. All other, enter the state and date of formation. Line 7 Enter the name, day time phone number, FAX number, and email address of the contact person for your business. This must be a knowledgeable person in your business who the Department can contact for information about your business, its finances, and tax returns.

Section II - Tax Types

A: SALES AND USE TAXES This area is used to register for Sales and Use Taxes. A separate section needs to be completed for each location. If your business has more than two locations, page 2 of Form R-1 may be copied and used for the additional locations. Check the box if you do not need forms mailed to you. (For example, you use software to generate your tax returns, you may not need the forms mailed to you.) Line 1 Check the box to indicate your filing option a Check this box if you want to file a combined return for all business locations in the same locality. Any business that has two or more business locations within the same locality may elect to file a single combined return to report and remit sales and use tax for all locations within that locality. However, this election does not eliminate the requirement that a certificate of registration be obtained for each business location. b Check this box if you want to file a consolidated return for all business locations. Any business that has five or more business locations in two or more localities may request permission to file a consolidated return to report and remit sales and use tax for all locations. By electing to file a single consolidated return, a business agrees to separately account for and report sales and use tax for each locality in which there is a business location(s) with such return. The election to file a consolidated return does not eliminate the requirement that a certificate of registration be obtained for each business location.
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c Check this box if you want to file a separate return for each location. This is where a business elects to file a separate return for each business location to report and remit sales and use tax for that location only. The information required for Line 2 and Line 3 is the same. Therefore, the information covered below in Line a is the same for Line 2, a and Line 3, a. Line a If you want this location added to a current Virginia account number, enter the Virginia account number here. Line b Enter the trade name by which this business is known to the public if it is different from the legal name in Section I, Line 2. Line c Using the Locality Code listing at the back of these instructions, enter the Locality Code for the locality of the physical location of your business (street address). In many cases, this locality is not the same as the mailing address. This information is used to allocate local sales tax revenue to the city or county in which your business is physically located. Line d Enter the street address of this locations physical location, not a post office box. If the address is a rural route, the box number must be included. Enter the daytime telephone number of your business and email address, if available. Line e Enter the name, day time phone number, and email address of the contact person for this location. This must be a knowledgeable person in your business who the Department can contact for information about your business, its finances, and tax returns. Line f Enter the mailing address of this location if it is different from the business address shown on Line d, above. Line g Enter the six-digit Principal Business Activity Code and a description of this locations principal business activity. The description should state what product line or service your business provides. A list of codes are located at the end these instructions. Line h Enter the date that this location opened. Line i Check the box next to each tax for which you need to register and enter the beginning date of the tax liability for this location. This may be a past date if you are already in business but have not yet registered for the tax. Do not check taxes for which you are already registered. For the Aircraft Tax, enter the additional information requested. Retail Sales and Use Tax (In-State Dealers): This tax is imposed on gross receipts from retail sales or leases of tangible personal property or taxable services to a consumer or to any person for any purpose other than for resale. Use Tax (Out-of-State Dealers): This tax is imposed on the total gross receipts from retail sales or leases of tangible personal property and/or taxable services occurring outside Virginia and delivered for use, consumption or storage in Virginia. The use tax also applies to purchases, leases, or rentals made in Virginia if the sales tax was not paid at the time of purchase, lease, or rental.

Consumer Use Tax: Personal property used, consumed, or stored in Virginia but purchased outside the state that would have been subject to retail sales tax if purchased in the state. The tax also applies to purchases, leases or rentals made in Virginia if the sales tax was not paid at the time of purchase, lease or rental. Dealers Aircraft Sales and Use Tax: This tax is paid by the aircraft dealer upon the gross receipts derived from the rental or lease of aircraft in Virginia. Enter the Virginia commercial fleet aircraft license number (assigned by the Virginia Department of Aviation), the date issued, and the expiration date. Also enter the number of aircraft owned during the preceding calendar year. To qualify for the dealer exclusion under the Virginia Aircraft Sales and Use Tax Act (or Code of Virginia Section 58.1-1500 et seq.), the dealer must own five or more aircraft during the calendar year. Motor Vehicle Fuel Sales Tax: This tax is imposed in certain Northern Virginia localities on the retail sale of motor fuels. Watercraft Sales & Use Tax: This tax is imposed upon the purchaser of any watercraft sold in Virginia and upon the user of any watercraft not sold in Virginia if required to be titled with the Department of Game and Inland Fisheries for use in Virginia. Tire Recycling Fee: This fee is levied on each new tire sold at retail in Virginia. Line j Check those months that this location will be open any part of the month. Even if your business is open for only one day in a month, that month should be marked. Line k Check the box if this new business, or location, is a specialty dealer that will be selling from various locations throughout Virginia such as flea markets, gun shows, and arts and craft shows. B: VENDING MACHINE SALES TAX (VM) The Vending Machine Sales Tax is paid by dealers placing vending machines through which they sell tangible personal property. If an existing account, enter your Virginia Account Number. Enter the date your business became liable for Vending Machine tax. Line 1 For each locality in which you will be operating a vending machine, enter the city or county name and its Locality Code. When listing the County/City be sure to indicate whether it is a city or county (CO). There are several names in Virginia that are shared by a city/town and a county; Richmond, for example. The Locality Code list is located at the back of these instructions. C: WITHHOLDING TAX An employer who pays wages to one or more employees is required to deduct and withhold state income tax from those wages. Effective January 1, 2002, employers with 250 or more annual employee wage statements (W-2 forms) must file their W-2s via magnetic media. If an existing account, enter your Virginia Account Number. Enter the date your business became liable for Withholding tax. Check the box if you do not need forms mailed to you.

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Line 1 Check the total dollar amount of Virginia Income tax you expect to withhold each quarter for all employees. If unsure of this amount, check an estimated amount; DO NOT LEAVE THIS LINE BLANK - You must check a box. The infrequent filer status is for certain pension plans that only have withholding when someone makes a withdrawal from the plan. In a plan with only a few participants this may occur only on a very limited basis. If you qualify as an infrequent filer, but do not indicate such on this form, you will be expected to file a return each period, even if no tax is due. Line 2 Check those months that your business will be open any part of the month. Even if your business is open for only one day in a month, that month should be marked. Line 3 If the mailing address for withholding taxes is different from the one shown in Section I, enter it here. Line 4 If the contact for withholding taxes is different from the one shown is Section I, enter it here. D: CORPORATION INCOME TAX Every corporation organized under the laws of Virginia, every foreign corporation registered with the State Corporation Commission, and every corporation having income from Virginia sources, must file a corporation income tax return except: public service corporations (other than railroads and telecommunications companies), banks subject to the Bank Franchise Tax, credit unions, insurance companies, and corporations not conducted for profit that are exempt from federal income tax, with the exception that these are taxable on their unrelated business taxable income. If an existing account, enter your Virginia Account Number. Enter the date your business became liable for corporate income tax. Complete Section III. Line 1 Check whether your taxable year is calendar or fiscal. A CALENDAR YEAR is 01 (January) through 12 (December). If you checked FISCAL YEAR, enter the first month of your fiscal year (same as federal filing period). Fiscal years start on any month other than 01 (January). Line 2 Enter the name and day time phone number of the contact person for your corporate income tax. This must be a knowledgeable person in your business that the Department can contact for information about your corporate tax returns. Line 3 Enter the address for Corporate Tax mailings if different from the Principal Business Mailing address in Section I. Line 4 If this business is a subsidiary or affiliate of another business and will be filing a combined or consolidated return with its affiliate(s), enter the parent companys name, federal employer identification number (FEIN), and address. Use a separate schedule if needed. E: PASS-THROUGH ENTITY RETURN OF INFORMATION Effective for taxable years beginning on or after January 1, 2004, every pass-through entity (PTE) doing business in Virginia or having income from Virginia sources is required to file a return of income for each taxable year with the Department of Taxation. Pass-through entities include Subchapter S corporations, general partnerships, limited partnerships, limited liability partnerships (LLPs), limited liability companies (LLCs), electing large partnerships and business trusts. A pass-through entity is any
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entity that is recognized as a separate entity for federal income tax purposes and the owners of which report their distributive or pro rata shares of the entitys income, gains, losses, deductions and credits on their own income tax returns. A single-member LLC that is disregarded as a separate entity for federal income tax purposes will be similarly treated for Virginia income tax. If an existing account, enter your Virginia Account Number. Enter the date of formation. Complete Section III. Line 1 Check whether your taxable year is calendar or fiscal. A CALENDAR YEAR is 01 (January) through 12 (December). If you checked FISCAL YEAR, enter the first month of your fiscal year (same as federal filing period). Fiscal years start on any month other than 01 (January). Line 2 Enter the name and day time phone number of the contact person for your pass-through entity return of information. This must be a knowledgeable person in your business that the Department can contact for information about your pass-through entity returns of information. Line 3 Enter the address for pass-through entity return of information mailings if different from the Principal Business Mailing address in Section I. F: MISCELLANEOUS TAXES Check the box next to each tax for which you need to register and enter the beginning date of the tax liability. This may be a past date if you are already in business but have not yet registered for the tax. Do not check taxes for which you are already registered. Corn Assessment: This assessment is levied on corn produced in Virginia for sale . The handler (including any farmer who sells his or her corn out of state) is responsible for payment of the assessment. It is deducted from payments to farmers for corn purchased. Cotton Assessment: This assessment is levied on any cotton sold in Virginia. The handler is responsible for deducting the assessment from payments for cotton purchased from the owner. For purposes of this tax handle means a commercial enterprise that gins cotton. Egg Excise Tax: This assessment is levied on shell eggs and egg products sold or consumed in Virginia. The handler of such eggs is responsible for collecting and remitting the tax. Generally, the last handler who sells eggs to a Virginia retailer or food service establishment is liable for the tax. Forest Products Tax: This tax is levied on every person in Virginia engaging in the business of manufacturing, shipping, or severing timber or any other forest products from the soil for sale, profit, or commercial use. Litter Tax: This tax does not apply to individual consumers. This tax is paid by every business in the state that, on January 1 of the taxable year, was engaged as the manufacturer, wholesaler, distributor, or retailer of the following products: food for human or pet consumption; groceries; cigarettes and tobacco products; soft drinks and carbonated waters; beer and other malt beverages; wine; newspapers and magazines; paper products and household paper; containers made of glass, metal, or

plastic; fiber containers made of synthetic material; cleaning agents and toiletries; non-drug drugstore sundry items; distilled spirits; and motor vehicle parts. Other: If your business is liable for a miscellaneous tax not listed, check this box and enter the name of the tax. Peanut Excise Tax: This tax is levied on peanuts grown and sold in Virginia for processing. The processor is liable for the payment of the tax on all peanuts such processor purchases. Sheep Assessment: This assessment is levied on sheep and lambs sold in Virginia. The handler is responsible for payment of tax on all sheep and lambs. The assessment must be deducted by the handlers from payments to owners of the sheep and lambs. Small Grains Assessment: This assessment is levied on all sales of wheat, barley, rye and oats produced in Virginia. The handler of small grains who purchases such grains produced in Virginia should deduct from payments made to the farmer the amount of the assessment and remit this amount to the Department of Taxation. The term handler includes any farmer who transports and sells his own grain out of state. Soft Drink Excise Tax: This tax is levied on every wholesaler or distributor of carbonated soft drinks in Virginia. Soybean Assessment: The first buyer (whoever pays the producercountry elevator, terminal, processor, seedsman, trucker, or extruder) is responsible for collecting a soybean assessment from the producer. First-buyers will be required to collect on all soybeans purchased (provisions are in place to identify soybeans checked-off at a previous sale point) regardless of the state of origin. Other Tobacco Products Tax: This tax is imposed on every wholesale dealer within Virginia selling any tobacco product to a retail dealer located within the Commonwealth or selling any tobacco product to institutional, commercial, or industrial users located in the Commonwealth. Chain store distribution centers or houses that distribute any tobacco products to their stores for sale at retail are deemed to be a wholesale dealer selling to a retail dealer. In addition, the tax is imposed on all retail dealers for each package of tobacco product purchased from a wholesale dealer located outside Virginia, which has not registered to collect the tax. Please check with your wholesale dealer before you register. Also, indicate whether you are a wholesaler, chain store, or retailer by checking the appropriate box.

For each responsible officer: Line a Enter the name of the officer. Line b Enter the Social Security Number of the officer. Line c Enter the relationship title of this officer. Line d Enter the date that this officer became an owner, partner, officer, or trustee. Line e Enter the home phone number, including area code, of the officer. Line f Enter the email address of the officer. Line g Enter the address of the officer.

Section IV - Electronic Funds Transfer

Electronic Funds Transfer (EFT) involves the transfer of funds from your bank account to the States bank account. Over the last several years, many taxpayers have voluntarily chosen this efficient and cost effective method for making their tax payments. Currently this program is only available for Sales and Use Tax, Employer Withholding Tax, and Corporation Income Tax. If your monthly tax liability for any one of these taxes exceeds $20,000, you are required by law to pay by EFT. For consolidated sales tax accounts, EFT is required when the total liability of all subsidiaries exceeds $20,000 as reported by the parent company. Effective July 1, 2004, all persons who act on behalf of 100 or more taxpayers to remit individual income tax withholding payments imposed pursuant to Section 58.1-460 et seq. of the Code of Virginia are required to remit such withholding to the Virginia Department of Taxation using ACH Credit transactions. For further information, refer to the agency's Electronic Funds Transfer guide, which can be downloaded at www.tax.virginia.gov. The Department of Taxation also encourages other businesses that do not have an average monthly liability of $20,000 to transmit voluntarily their tax return payments by EFT. Payments are submitted directly to the Tax Departments bank from your business bank account. EFT not only saves check writing and mailing costs, but also ensures that your payment is made without the worry of a check being lost in the mail. To learn more about taking advantage of electronic payment and filing processes, contact Customer Service at 804-367-8037 or visit www.tax.virginia.gov. If you are required to pay by EFT, check the box for each tax that EFT is required. If you are not required to pay by EFT, but would like to use this payment method, check the box to receive an EFT Guide.

Section III - Responsible Officer(s)

Under Section 58.1-1813 of the Code of Virginia, any corporate or partnership officer may be held personally liable for unpaid taxes assessed against a corporation or partnership. The term corporate or partnership officer includes any officer or employee of a corporation or any member or employee of a partnership who is under duty to collect, account for and pay the assessed tax, who had knowledge of the failure to pay the tax, and who had the authority to prevent the failure. This section must be completed for each responsible officer who is an owner, partner member, corporation officer, trustee, or general partner (in the case of a limited partnership). Attach additional pages, if needed.
Page 5

Section V - Signature
This section must be completed. Read the statement and complete the section if you are authorized to sign the application as defined in the statement. If not authorized to sign, have the application signed and dated by an authorized person. Unsigned or improperly signed applications will be returned, unprocessed.

Principal Business Activity Codes and Descriptions

This list of principal business activities and their associated codes is designed to classify an enterprise by the type of activity in which it is engaged. These principal business activity codes are based on the North American Industry Classification System. Using the list of activities and codes below, determine from which activity the company derives the largest percentage of its "total receipts." For the business activity code number, enter the sixdigit code selected from the list below and enter a brief description of the company's business activity.

Agriculture, Forestry, Fishing and Hunting

Crop Production 111100 Oilseed & Grain Farming 111210 Vegetable & Melon Farming (including potatoes & yams) 111300 Fruit & Tree Nut Farming 111400 Greenhouse, Nursery, & Floriculture Production 111900 Other Crop Farming (including tobacco, cotton, sugarcane, hay, peanut, sugar beet & all other crop farming) Animal Production 112111 Beef Cattle Ranching & Farming 112112 Cattle Feedlots 112120 Dairy Cattle & Milk Production 112210 Hog & Pig Farming 112300 Poultry & Egg Production 112400 Sheep & Goat Farming 112510 Animal Aquaculture (including shellfish & finfish farms & hatcheries) 112900 Other Animal Production Forestry and Logging 113110 Timber Tract Operations 113210 Forest Nurseries & Gathering of Forest Products 113310 Logging Fishing, Hunting and Trapping 114110 Fishing 114210 Hunting & Trapping Support Activities for Agriculture and Forestry 115110 Support Activities for Crop Production (including cotton ginning, soil preparation, planting, & cultivating) 115210 Support Activities for Animal Production 115310 Support Activities For Forestry

Specialty Trade Contractors 238100 Foundation, Structure, & Building Exterior Contractors (including framing carpentry, masonry, glass, roofing, & siding) 238210 Electrical Contractors 238220 Plumbing, Heating, & AirConditioning Contractors 238290 Other Building Equipment Contractors 238300 Building Finishing Contractors (including drywall, insulation, painting, wallcovering, flooring, tile, & finish carpentry) 238900 Other Specialty Trade Contractors (including site preparation)

Printing & Related Support Activities 323100 Printing & Related Support Activities Petroleum and Coal Products Mfg 324110 Petroleum Refineries (including integrated) 324120 Asphalt Paving, Roofing, & Saturated Materials Mfg 324190 Other Petroleum & Coal Products Mfg Chemical Manufacturing 325100 Basic Chemical Mfg 325200 Resin, Synthetic Rubber, & Artificial & Synthetic Fibers & Filaments Mfg 325300 Pesticide, Fertilizer, & Other Agricultural Chemical Mfg 325410 Pharmaceutical & Medicine Mfg 325500 Paint, Coating, & Adhesive Mfg 325600 Soap, Cleaning Compound, & Toilet Preparation Mfg 325900 Other Chemical Product & Preparation Mfg Plastics and Rubber Products Mfg 326100 Plastics Product Mfg 326200 Rubber Product Mfg Nonmetallic Mineral Product Mfg 327100 Clay Product & Refractory Mfg 327210 Glass & Glass Product Mfg 327300 Cement & Concrete Product Mfg 327400 Lime & Gypsum Product Mfg 327900 Other Nonmetallic Mineral Product Mfg Primary Metal Manufacturing 331110 Iron & Steel Mills & Ferroalloy Mfg 331200 Steel Product Mfg from Purchased Steel 331310 Alumina & Aluminum Production & Processing 331400 Nonferrous Metal (except Aluminum) Production & Processing 331500 Foundries Fabricated Metal Product Mfg 332110 Forging & Stamping 332210 Cutlery & Handtool Mfg 332300 Architectural & Structural Metals Mfg 332400 Boiler, Tank, & Shipping Container Mfg 332510 Hardware Mfg 332610 Spring & Wire Product Mfg 332700 Machine Shops; Turned Product; & Screw, Nut, & Bolt Mfg 332810 Coating, Engraving, Heat Treating, & Allied Activities 332900 Other Fabricated Metal Product Mfg Machinery Manufacturing 333100 Agriculture, Construction, & Mining Machinery Mfg 333200 Industrial Machinery Mfg 333310 Commercial & Service Industry Machinery Mfg 333410 Ventilation, Heating, AirConditioning, & Commercial Refrigeration Equipment Mfg 333510 Metalworking Machinery Mfg 333610 Engine, Turbine & Power Transmission Equipment Mfg 333900 Other General Purpose Machinery Mfg

Computer and Electronic Product Manufacturing 334110 Computer & Peripheral Equipment Mfg 334200 Communications Equipment Mfg 334310 Audio & Video Equipment Mfg 334410 Semiconductor & Other Electronic Component Mfg 334500 Navigational, Measuring, Electromedical, & Control Instruments Mfg 334610 Manufacturing & Reproducing Magnetic & Optical Media Electrical Equipment, Appliance, and Component Manufacturing 335100 Electric Lighting Equipment Mfg 335200 Household Appliance Mfg 335310 Electrical Equipment Mfg 335900 Other Electrical Equipment & Component Mfg Transportation Equipment Manufacturing 336100 Motor Vehicle Mfg 336210 Motor Vehicle Body & Trailer Mfg 336300 Motor Vehicle Parts Mfg 336410 Aerospace Product & Parts Mfg 336510 Railroad Rolling Stock Mfg 336610 Ship & Boat Building 336990 Other Transportation Equipment Mfg Furniture and Related Product Manufacturing 337000 Furniture & Related Product Manufacturing Miscellaneous Manufacturing 339110 Medical Equipment & Supplies Mfg 339900 Other Miscellaneous Manufacturing

Manufacturing
Food Manufacturing 311110 Animal Food Mfg 311200 Grain & Oilseed Milling 311300 Sugar & Confectionery Product Mfg 311400 Fruit & Vegetable Preserving & Specialty Food Mfg 311500 Dairy Product Mfg 311610 Animal Slaughtering and Processing 311710 Seafood Product Preparation & Packaging 311800 Bakeries & Tortilla Mfg 311900 Other Food Mfg (including coffee, tea, flavorings & seasonings) Beverage and Tobacco Product Manufacturing 312110 Soft Drink & Ice Mfg 312120 Breweries 312130 Wineries 312140 Distilleries 312200 Tobacco Mfg Textile Mills and Textile Product Mills 313000 Textile Mills 314000 Textile Product Mills Apparel Manufacturing 315100 Apparel Knitting Mills 315210 Cut & Sew Apparel Contractors 315220 Mens & Boys Cut & Sew Apparel Mfg 315230 Womens & Girls Cut & Sew Apparel Mfg 315290 Other Cut & Sew Apparel Mfg 315990 Apparel Accessories & Other Apparel Mfg Leather and Allied Product Manufacturing 316110 Leather & Hide Tanning & Finishing 316210 Footwear Mfg (including rubber & plastics) 316990 Other Leather & Allied Product Mfg Wood Product Manufacturing 321110 Sawmills & Wood Preservation 321210 Veneer, Plywood, & Engineered Wood Product Mfg 321900 Other Wood Product Mfg Paper Manufacturing 322100 Pulp, Paper, & Paperboard Mills 322200 Converted Paper Product Mfg

Mining
211110 212110 212200 212310 212320 Oil & Gas Extraction Coal Mining Metal Ore Mining Stone Mining & Quarrying Sand, Gravel, Clay, & Ceramic & Refractory Minerals Mining & Quarrying 212390 Other Nonmetallic Mineral Mining & Quarrying 213110 Support Activities for Mining

Wholesale Trade
Merchant Wholesalers, Durable Goods 423100 Motor Vehicle & Motor Vehicle Parts & Supplies 423200 Furniture & Home Furnishings 423300 Lumber & Other Construction Materials 423400 Professional & Commercial Equipment & Supplies 423500 Metal & Mineral (except Petroleum) 423600 Electrical & Electronic Goods 423700 Hardware, & Plumbing & Heating Equipment & Supplies 423800 Machinery, Equipment, & Supplies 423910 Sporting & Recreational Goods & Supplies 423920 Toy & Hobby Goods & Supplies 423930 Recyclable Materials 423940 Jewelry, Watch, Precious Stone, & Precious Metals 423990 Other Miscellaneous Durable Goods

Utilities
221100 Electric Power Generation, Transmission & Distribution 221210 Natural Gas Distribution 221300 Water, Sewage & Other Systems

Construction
Construction of Buildings 236110 Residential Building Construction 236200 Nonresidential Building Construction Heavy and Civil Engineering Construction 237100 Utility System Construction 237210 Land Subdivision 237310 Highway, Street, & Bridge Construction 237990 Other Heavy & Civil Engineering Construction

Page 6

Merchant Wholesalers, Nondurable Goods 424100 Paper & Paper Products 424210 Drugs & Druggists Sundries 424300 Apparel, Piece Goods, & Notions 424400 Grocery & Related Products 424500 Farm Product Raw Materials 424600 Chemical & Allied Products 424700 Petroleum & Petroleum Products 424800 Beer, Wine, & Distilled Alcoholic Beverages 424910 Farm Supplies 424920 Book, Periodical, & Newspapers 424930 Flower, Nursery Stock, & Florists Supplies 424940 Tobacco & Tobacco Products 424950 Paint, Varnish, & Supplies 424990 Other Miscellaneous Nondurable Goods Wholesale Electronic Markets and Agents and Brokers 425110 Business to Business Electronic Markets 425120 Wholesale Trade Agents & Brokers

Gasoline Stations 447100 Gasoline Stations (including convenience stores with gas) Clothing and Clothing Accessories Stores 448110 Mens Clothing Stores 448120 Womens Clothing Stores 448130 Childrens & Infants Clothing Stores 448140 Family Clothing Stores 448150 Clothing Accessories Stores 448190 Other Clothing Stores 448210 Shoe Stores 448310 Jewelry Stores 448320 Luggage & Leather Goods Stores Sporting Goods, Hobby, Book, and Music Stores 451110 Sporting Goods Stores 451120 Hobby, Toy, & Game Stores 451130 Sewing, Needlework, & Piece Goods Stores 451140 Musical Instrument & Supplies Stores 451211 Book Stores 451212 News Dealers & Newsstands 451220 Prerecorded Tape, Compact Disc, & Record Stores General Merchandise Stores 452110 Department Stores 452900 Other General Merchandise Stores Miscellaneous Store Retailers 453110 Florists 453210 Office Supplies & Stationery Stores 453220 Gift, Novelty, & Souvenir Stores 453310 Used Merchandise Stores 453910 Pet & Pet Supplies Stores 453920 Art Dealers 453930 Manufactured (Mobile) Home Dealers 453990 All Other Miscellaneous Store Retailers (including tobacco, candle, & trophy shops) Nonstore Retailers 454110 Electronic Shopping & MailOrder Houses 454210 Vending Machine Operators 454311 Heating Oil Dealers 454312 Liquefied Petroleum Gas (Bottled Gas) Dealers 454319 Other Fuel Dealers 454390 Other Direct Selling Establishments (including door-to-door retailing, frozen food plan providers, party plan merchandisers, & coffeebreak service providers)

Pipeline Transportation 486000 Pipeline Transportation Scenic & Sightseeing Transportation 487000 Scenic & Sightseeing Transportation Support Activities for Transportation 488100 Support Activities for Air Transportation 488210 Support Activities for Rail Transportation 488300 Support Activities for Water Transportation 488410 Motor Vehicle Towing 488490 Other Support Activities for Road Transportation 488510 Freight Transportation Arrangement 488990 Other Support Activities for Transportation Couriers and Messengers 492110 Couriers 492210 Local Messengers & Local Delivery Warehousing and Storage 493100 Warehousing & Storage (except lessors of miniwarehouses & selfstorage units)

Nondepository Credit Intermediation 522210 Credit Card Issuing 522220 Sales Financing 522291 Consumer Lending 522292 Real Estate Credit (including mortgage bankers & originators) 522293 International Trade Financing 522294 Secondary Market Financing 522298 All Other Nondepository Credit Intermediation Activities Related to Credit Intermediation 522300 Activities Related to Credit Intermediation (including loan brokers, check clearing, & money transmitting) Securities, Commodity Contracts, and Other Financial Investments and Related Activities 523110 Investment Banking & Securities Dealing 523120 Securities Brokerage 523130 Commodity Contracts Dealing 523140 Commodity Contracts Brokerage 523210 Securities & Commodity Exchanges 523900 Other Financial Investment Activities (including portfolio management & investment advice) Insurance Carriers and Related Activities 524140 Direct Life, Health, & Medical Insurance & Reinsurance Carriers 524150 Direct Insurance & Reinsurance (except Life, Health & Medical) Carriers 524210 Insurance Agencies & Brokerages 524290 Other Insurance Related Activities (including third-party administration of insurance and pension funds) Funds, Trusts, and Other Financial Vehicles 525100 Insurance & Employee Benefit Funds 525910 Open-End Investment Funds 525920 Trusts, Estates, & Agency Accounts 525930 Real Estate Investment Trusts 525990 Other Financial Vehicles (including closed-end investment funds) Offices of Bank Holding Companies and Offices of Other Holding Companies are located under Management of Companies (Holding Companies) below.

Retail Trade
Motor Vehicle and Parts Dealers 441110 New Car Dealers 441120 Used Car Dealers 441210 Recreational Vehicle Dealers 441221 Motorcycle Dealers 441222 Boat Dealers 441229 All Other Motor Vehicle Dealers 441300 Automotive Parts, Accessories, & Tire Stores Furniture and Home Furnishings Stores 442110 Furniture Stores 442210 Floor Covering Stores 442291 Window Treatment Stores 442299 All Other Home Furnishings Stores Electronics and Appliance Stores 443111 Household Appliance Stores 443112 Radio, Television, & Other Electronics Stores 443120 Computer & Software Stores 443130 Camera & Photographic Supplies Stores Building Material and Garden Equipment and Supplies Dealers 444110 Home Centers 444120 Paint & Wallpaper Stores 444130 Hardware Stores 444190 Other Building Material Dealers 444200 Lawn & Garden Equipment & Supplies Stores Food and Beverage Stores 445110 Supermarkets and Other Grocery (except Convenience) Stores 445120 Convenience Stores 445210 Meat Markets 445220 Fish & Seafood Markets 445230 Fruit & Vegetable Markets 445291 Baked Goods Stores 445292 Confectionery & Nut Stores 445299 All Other Specialty Food Stores 445310 Beer, Wine, & Liquor Stores Health and Personal Care Stores 446110 Pharmacies & Drug Stores 446120 Cosmetics, Beauty Supplies, & Perfume Stores 446130 Optical Goods Stores 446190 Other Health & Personal Care Stores

Information
Publishing Industries (except Internet) 511110 Newspaper Publishers 511120 Periodical Publishers 511130 Book Publishers 511140 Directory & Mailing List Publishers 511190 Other Publishers 511210 Software Publishers Motion Picture and Sound Recording Industries 512100 Motion Picture & Video Industries (except video rental) 512200 Sound Recording Industries Broadcasting (except Internet) 515100 Radio & Television Broadcasting 515210 Cable & Other Subscription Programming Internet Publishing and Broadcasting 516110 Internet Publishing & Broadcasting Telecommunications 517000 Telecommunications (including paging, cellular, satellite, cable & other program distribution, resellers, & other telecommunications) Internet Service Providers, Web Search Portals, and Data Processing Services 518111 Internet Service Providers 518112 Web Search Portals 518210 Data Processing, Hosting, & Related Services Other Information Services 519100 Other Information Services (including news syndicates & libraries)

Transportation and Warehousing

Air, Rail, and Water Transportation 481000 Air Transportation 482110 Rail Transportation 483000 Water Transportation Truck Transportation 484110 General Freight Trucking, Local 484120 General Freight Trucking, Long-distance 484200 Specialized Freight Trucking Transit and Ground Passenger Transportation 485110 Urban Transit Systems 485210 Interurban & Rural Bus Transportation 485310 Taxi Service 485320 Limousine Service 485410 School & Employee Bus Transportation 485510 Charter Bus Industry 485990 Other Transit & Ground Passenger Transportation

Real Estate and Rental and Leasing

Real Estate 531110 Lessors of Residential Buildings & Dwellings 531114 Cooperative Housing 531120 Lessors of Nonresidential Buildings (except Miniwarehouses) 531130 Lessors of Miniwarehouses & Self-Storage Units 531190 Lessors of Other Real Estate Property 531210 Offices of Real Estate Agents & Brokers 531310 Real Estate Property Managers 531320 Offices of Real Estate Appraisers 531390 Other Activities Related to Real Estate

Finance and Insurance

Depository Credit Intermediation 522110 Commercial Banking 522120 Savings Institutions 522130 Credit Unions 522190 Other Depository Credit Intermediation

Page 7

Rental and Leasing Services 532100 Automotive Equipment Rental & Leasing 532210 Consumer Electronics & Appliances Rental 532220 Formal Wear & Costume Rental 532230 Video Tape & Disc Rental 532290 Other Consumer Goods Rental 532310 General Rental Centers 532400 Commercial & Industrial Machinery & Equipment Rental & Leasing Lessors of Nonfinancial Intangible Assets (except copyrighted works) 533110 Lessors of Nonfinancial Intangible Assets (except copyrighted works)

Management of Companies (Holding Companies)

551111 551112 Offices of Bank Holding Companies Offices of Other Holding Companies

Medical and Diagnostic Laboratories 621510 Medical & Diagnostic Laboratories Home Health Care Services 621610 Home Health Care Services Other Ambulatory Health Care Services 621900 Other Ambulatory Health Care Services (including ambulance services & blood & organ banks) Hospitals 622000 Hospitals Nursing and Residential Care Facilities 623000 Nursing & Residential Care Facilities Social Assistance 624100 Individual & Family Services 624200 Community Food & Housing, & Emergency & Other Relief Services 624310 Vocational Rehabilitation Services 624410 Child Day Care Services

Other Services
Repair and Maintenance 811110 Automotive Mechanical & Electrical Repair & Maintenance 811120 Automotive Body, Paint, Interior, & Glass Repair 811190 Other Automotive Repair & Maintenance (including oil change & lubrication shops & car washes) 811210 Electronic & Precision Equipment Repair & Maintenance 811310 Commercial & Industrial Machinery & Equipment (except Automotive & Electronic) Repair & Maintenance 811410 Home & Garden Equipment & Appliance Repair & Maintenance 811420 Reupholstery & Furniture Repair 811430 Footwear & Leather Goods Repair 811490 Other Personal & Household Goods Repair & Maintenance Personal and Laundry Services 812111 Barber Shops 812112 Beauty Salons 812113 Nail Salons 812190 Other Personal Care Services (including diet & weight reducing centers) 812210 Funeral Homes & Funeral Services 812220 Cemeteries & Crematories 812310 Coin-Operated Laundries & Drycleaners 812320 Drycleaning & Laundry Services (except CoinOperated) 812330 Linen & Uniform Supply 812910 Pet Care (except Veterinary) Services 812920 Photofinishing 812930 Parking Lots & Garages 812990 All Other Personal Services Religious, Grantmaking, Civic, Professional, and Similar Organizations 813000 Religious, Grantmaking, Civic, Professional, & Similar Organizations (including condominium and homeowners associations)

Administrative and Support and Waste Management and Remediation Services

Administrative and Support Services 561110 Office Administrative Services 561210 Facilities Support Services 561300 Employment Services 561410 Document Preparation Services 561420 Telephone Call Centers 561430 Business Service Centers (including private mail centers & copy shops) 561440 Collection Agencies 561450 Credit Bureaus 561490 Other Business Support Services (including repossession services, court reporting, & stenotype services) 561500 Travel Arrangement & Reservation Services 561600 Investigation & Security Services 561710 Exterminating & Pest Control Services 561720 Janitorial Services 561730 Landscaping Services 561740 Carpet & Upholstery Cleaning Services 561790 Other Services to Buildings & Dwellings 561900 Other Support Services (including packaging & labeling services, & convention & trade show organizers) Waste Management and Remediation Services 562000 Waste Management & Remediation Services

Professional, Scientific, and Technical Services

Legal Services 541110 Offices of Lawyers 541190 Other Legal Services Accounting, Tax Preparation, Bookkeeping, and Payroll Services 541211 Offices of Certified Public Accountants 541213 Tax Preparation Services 541214 Payroll Services 541219 Other Accounting Services Architectural, Engineering, and Related Services 541310 Architectural Services 541320 Landscape Architecture Services 541330 Engineering Services 541340 Drafting Services 541350 Building Inspection Services 541360 Geophysical Surveying & Mapping Services 541370 Surveying & Mapping (except Geophysical) Services 541380 Testing Laboratories Specialized Design Services 541400 Specialized Design Services (including interior, industrial, graphic, & fashion design) Computer Systems Design and Related Services 541511 Custom Computer Programming Services 541512 Computer Systems Design Services 541513 Computer Facilities Management Services 541519 Other Computer Related Services Other Professional, Scientific, and Technical Services 541600 Management, Scientific, & Technical Consulting Services 541700 Scientific Research & Development Services 541800 Advertising & Related Services 541910 Marketing Research & Public Opinion Polling 541920 Photographic Services 541930 Translation & Interpretation Services 541940 Veterinary Services 541990 All Other Professional, Scientific, & Technical Services

Arts, Entertainment, and Recreation

Performing Arts, Spectator Sports, and Related Industries 711100 Performing Arts Companies 711210 Spectator Sports (including sports clubs & racetracks) 711300 Promoters of Performing Arts, Sports, & Similar Events 711410 Agents & Managers for Artists, Athletes, Entertainers, & Other Public Figures 711510 Independent Artists, Writers, & Performers Museums, Historical Sites, and Similar Institutions 712100 Museums, Historical Sites, & Similar Institutions Amusement, Gambling, and Recreation Industries 713100 Amusement Parks & Arcades 713200 Gambling Industries 713900 Other Amusement & Recreation Industries (including golf courses, skiing facilities, marinas, fitness centers, & bowling centers)

Educational Services
611000 Educational Services (including schools, colleges, & universities)

Health Care and Social Assistance

Offices of Physicians and Dentists 621111 Offices of Physicians (except mental health specialists) 621112 Offices of Physicians, Mental Health Specialists 621210 Offices of Dentists Offices 621310 621320 621330 of Other Health Practitioners Offices of Chiropractors Offices of Optometrists Offices of Mental Health Practitioners (except Physicians) 621340 Offices of Physical, Occupational & Speech Therapists, & Audiologists 621391 Offices of Podiatrists 621399 Offices of All Other Miscellaneous Health Practitioners Outpatient Care Centers 621410 Family Planning Centers 621420 Outpatient Mental Health & Substance Abuse Centers 621491 HMO Medical Centers 621492 Kidney Dialysis Centers 621493 Freestanding Ambulatory Surgical & Emergency Centers 621498 All Other Outpatient Care Centers

Accommodation and Food Services Accommodation

Accommodation 721110 Hotels (except Casino Hotels) & Motels 721120 Casino Hotels 721191 Bed & Breakfast Inns 721199 All Other Traveler Accommodation 721210 RV (Recreational Vehicle) Parks & Recreational Camps 721310 Rooming & Boarding Houses Food Services and Drinking Places 722110 Full-Service Restaurants 722210 Limited-Service Eating Places 722300 Special Food Services (including food service contractors & caterers) 722410 Drinking Places (Alcoholic Beverages)

Page 8

Locality (FIPS) Codes and Descriptions Counties

Accomack ............................ 51001 Albemarle ............................. 51003 Alleghany ............................. 51005 Amelia ................................. 51007 Amherst ............................... 51009 Appomattox .......................... 51011 Arlington .............................. 51013 Augusta ............................... 51015 Bath ..................................... 51017 Bedford (County) .................. 51019 Bland ................................... 51021 Botetourt .............................. 51023 Brunswick ............................ 51025 Buchanan ............................. 51027 Buckingham ......................... 51029 Campbell .............................. 51031 Caroline ................................ 51033 Carroll .................................. 51035 Charles City ......................... 51036 Charlotte .............................. 51037 Chesterfield .......................... 51041 Clarke .................................. 51043 Craig .................................... 51045 Culpeper .............................. 51047 Cumberland .......................... 51049 Dickenson ............................ 51051 Dinwiddie ............................. 51053 Essex .................................. 51057 Fairfax (County) ................... 51059 Fauquier ............................... 51061 Floyd .................................... 51063 Fluvanna .............................. 51065 Franklin (County) .................. 51067 Frederick .............................. 51069 Giles .................................... 51071 Gloucester ........................... 51073 Goochland ............................ 51075 Grayson ............................... 51077 Greene ................................. 51079 Greensville ........................... 51081 Halifax .................................. 51083 Hanover ................................ 51085 Henrico ................................ 51087 Henry ................................... 51089 Highland ............................... 51091 Isle Of Wight ........................ 51093 James City ........................... 51095 King And Queen ................... 51097

Counties
King George ......................... 51099 King William .......................... 51101 Lancaster .............................. 51103 Lee ........................................ 51105 Loudoun ................................ 51107 Louisa ................................... 51109 Lunenburg ............................. 51111 Madison ................................ 51113 Mathews ............................... 51115 Mecklenburg ......................... 51117 Middlesex ............................. 51119 Montgomery .......................... 51121 Nelson .................................. 51125 New Kent .............................. 51127 Northampton ......................... 51131 Northumberland ..................... 51133 Nottoway ............................... 51135 Orange .................................. 51137 Page ..................................... 51139 Patrick .................................. 51141 Pittsylvania ........................... 51143 Powhatan .............................. 51145 Prince Edward ....................... 51147 Prince George ....................... 51149 Prince William ....................... 51153 Pulaski .................................. 51155 Rappahannock ...................... 51157 Richmond (County) ............... 51159 Roanoke (County) ................. 51161 Rockbridge ............................ 51163 Rockingham .......................... 51165 Russell .................................. 51167 Scott ..................................... 51169 Shenandoah .......................... 51171 Smyth ................................... 51173 Southampton ......................... 51175 Spotsylvania .......................... 51177 Stafford .................................. 51179 Surry ..................................... 51181 Sussex ................................. 51183 Tazewell ................................ 51185 Warren .................................. 51187 Washington ........................... 51191 Westmoreland ....................... 51193 Wise ..................................... 51195 Wythe ................................... 51197 York ...................................... 51199
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Cities
Alexandria ............................ Bedford (City) ....................... Bristol .................................. Buena Vista ......................... Charlottesville ....................... Chesapeake ......................... Colonial Heights ................... Covington ............................. Danville ................................ Emporia ............................... Fairfax (City) ........................ Falls Church ......................... Franklin (City) ...................... Fredericksburg ..................... Galax ................................... Hampton .............................. Harrisonburg ......................... Hopewell .............................. Lexington ............................. Lynchburg ............................ Manassas ............................ Manassas Park .................... Martinsville ........................... Newport News ...................... Norfolk ................................. Norton .................................. Petersburg ........................... Poquoson ............................. Portsmouth .......................... Radford ................................ Richmond (City) ................... Roanoke (City) ..................... Salem .................................. Staunton .............................. Suffolk .................................. Virginia Beach ...................... Waynesboro ......................... Williamsburg ........................ 51510 51515 51520 51530 51540 51550 51570 51580 51590 51595 51600 51610 51620 51630 51640 51650 51660 51670 51678 51680 51683 51685 51690 51700 51710 51720 51730 51735 51740 51750 51760 51770 51775 51790 51800 51810 51820 51830

Winchester .......................... 51840

CONTACT YOUR LOCAL COMMISSIONER OF THE REVENUE OR TOWN ADMINISTRATOR TO SATISFY LOCAL LICENSE TAX REQUIREMENTS; CONTACT THE VIRGINIA NEW HIRE REPORTING CENTER
Regardless of the type of business, one or more local licenses may be needed. You must contact your county or city Commissioner of the Revenue to determine which licenses you will need before beginning business. In addition, you should check with your local zoning or planning department to verify that you can operate your business at your desired site. If your business is operated in a town, contact the town administrator to determine what licenses are required. Telephone numbers are listed in local directories. Section 60.2-114 of the Code of Virginia requires all Virginia employers to report all newly hired employees to a state directory. This directory is maintained by the Virginia New Hire Reporting Center, P.O. Box 25309, Richmond, VA 23260-5309; telephone 1-804-771-9733 or toll free 1-800-979-9014; fax 1-804-771-9709 or toll free 1-800-688-2680; e-mail va-newhire@ policy-studies.com; visit our website at www.va-newhire.com.

STEP 6
17

CONTACT OTHER STATE AGENCIES TO DETERMINE WHICH LICENSES OR PERMITS APPLY

You may need to contact other state agencies or boards. Below is a list of state agencies which administer particular licenses, permits or have other registration requirements for various occupations and business activities in Virginia. Department of Agriculture and Consumer Services (804) 786-2373. Registers charitable organizations that intend to solicit contributions in Virginia. Enforces Virginia food laws which relate to most commercial food processing, storage and retail operations. Registers every pesticide manufactured, distributed, sold, offered for sale, used or offered for use in Virginia. Alcoholic Beverage Control Board (804) 213-4400. Licenses businesses involved in the production, distribution, storage, transportation and/or sale of alcoholic beverages. Enforces Virginia alcoholic beverage control laws and operates state liquor stores. Department of Aviation (804) 236-3624. Licenses aircraft and airports. State Board of Bar Examiners (804) 786-7490. Examines and licenses attorneys-atlaw and reviews applications for admission to the Virginia Bar pursuant to Rule 1A:1 of the Rules of the Supreme Court of Virginia. State Certified Seed Board (540) 231-5299. (Cooperative Extension Service of Virginia Polytechnic Institute and State University of Blacksburg.) Certifies agricultural and vegetable seed and potato tubers. Department of Conservation and Recreation (804) 786-1712. Manages contracts for concessions in Virginia state parks. Regulates and issues Operations & Maintenance certificates and permits to dam owners. Issues the General Permit for Discharge of Stormwater from construction activities. Department of Corrections (804) 674-3000. Regulates and approves community group homes and other private residential facilities for offenders who are in the states care. Department of Environmental Quality (804) 698-4000. Issues pollution control permits to facilities that generate air emissions or water discharges, or store or dispose of solid or hazardous waste. Department of Education (804) 225-2020. Accredits, licenses, or regulates private schools (elementary, secondary, nursery schools, trade, technical, business, and correspondence schools, and schools for the handicapped). Department of Forestry (434) 977-6555. Licenses and regulates the use of state forests and forest reserves including mineral exploration. Develops and administers forest management plans for state owned lands. Provides reforestation assistance to landowners.

STEP 7
18

STEP 7

Department of Game and Inland Fisheries (804) 367-1000. Regulates the taking, possession, and sale of wild animals, birds, and freshwater fish and endangered species of any form of wildlife. Licenses shooting preserves, fur farming and dealing, hunting dog trails, commercial trout rearing, fishing, seine hauling, breeding and raising game birds and animals, game bird and animal exhibits, and stuffing and mounting of birds and animals. Also titles and registers motorboats, licenses watercraft dealers, regattas and boat races, and drilling and dredging in the Back Bay area. Department of General Services (804) 786-6152. Division of Consolidated Laboratory Services (804) 648-4480. Inspects and certifies laboratories testing milk, drinking water, and police speed detection devices. Division of Purchases and Supply (804) 786-3842. Sets non-technology procurement policy and regulations for state agencies, which procure nonprofessional goods and services and issues manuals, forms, and materials for bidders and state agencies. Establishes statewide contracts that obtain the best pricing for state agencies.

Department of Health (804) 864-7000. Licenses emergency medical agencies, vehicles, and attendants, bedding and upholstery service businesses; and commercial blood banks; inspects businesses to certify health standards; prescribes standards governing planting, taking, and marketing of fish, crustaceans, and shellfish; licenses hospitals, nursing homes, and related institutions, home health agencies, hotels, summer camps, campgrounds, and other lodging facilities, restaurants, milk processors, radiation materials and equipment, siting and construction waterworks serving the public, water supply systems, sewage disposal systems and sewage treatment works, and migrant labor camps; regulates sanitation facilities at public gathering places, septic tanks, construction of private wells, and the production and use of toxic substances. Department of Health Professions (804) 662-9900. Provides investigative inspection and administrative services and promotes policy coordination among thirteen health regulatory boards, which regulate audiology and speech pathology, dentistry, funeral directors and embalmers, medicine, nursing, long-term care administrators, optometry, pharmacy, counseling, psychology, social work, physical therapy, and veterinary medicine. State Council of Higher Education for Virginia (804) 225-2600. (SCHEV) is the Commonwealths coordinating body for Virginias system of higher education. Among its duties, SCHEV is responsible for developing a statewide strategic plan for higher education every six years; reviewing and approving or disapproving all new academic programs for public institutions; reviewing and approving or disapproving all proposed mission changes of public institutions; reviewing and approving or disapproving the proposed creation and establishment of any department, school, college, branch, division or extension of any public institution of higher education; and providing advisory services to private, accredited, and nonprofit institutions of higher education. Its primary responsibilities also include making operating and capital outlay budget recommendations to the Governor and the General Assembly and the evaluation and certification of college and university performance standards designed to measure success in meeting the states goals under the Higher Education Restructuring Act.

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Department of Historic Resources (DHR) (804) 367-2323. Offers a wide-range of programs, services, and technical assistance to encourage, foster, and support the identification, evaluation, recognition, appreciation, preservation, and public use and enjoyment of the Commonwealth's significant historic, architectural, archaeological, and cultural resources. DHR compiles and maintains a permanent record of these resources, manages the State Landmarks Register program, and manages Virginia nominations to the National Register of Historic Places. DHR manages the State Highway Marker program in partnership with VDOT, and conducts a variety of educational programs and services. DHR conducts archaeological research and curates extensive archaeological collections spanning the full history of human occupation in Virginia. Historic Resources administers incentive programs, including tax credits for rehabilitation projects and preservation easements. Financial assistance programs include cost-share survey grants, threatened archaeological sites funds, and grants to local governments, museums, historic sites, and other nonstate entities for a variety of programs and projects. DHR serves as the State Historic Preservation Office for the purpose of carrying out State responsibilities and input pursuant to the National Historic Preservation Act of 1966, as amended. Department of Housing and Community Development (804) 371-7000. Administers uniform building codes and a statewide fire prevention code, which are enforced by local government agencies; regulates construction, maintenance, operation, and inspection of amusement devices; establishes regulations for local licensing of plumbers, electricians, and building-related mechanical workers; regulates construction standards for industrialized building units and manufactured homes; accepts applications for designation and operation of Enterprise Zones; administers grant programs for housing development; and coordinates housing programs. Department of Labor and Industry (DOLI) (804) 371-2327. Administers and enforces the following compliance programs: Occupational Safety and Health Compliance (in all public and private sector commercial and industrial establishments including construction, logging, demolition, and excavation sites), Boiler and Pressure Vessel Safety (administers inspection and certification), and Labor and Employment Law (enforces the Commonwealths right to work law, the employees right to receive pay that is due, minimum wage, and child labor laws). Also, Virginia Occupational Safety and Health (VOSH) issues permits for lead and asbestos abatement projects and administers the laws affecting emission of these pollutants. Through its Registered Apprenticeship program, DOLI provides workers with job training opportunities and helps employers meet their needs for highly skilled workers. DOLI also provides on-site Safety and Health Consultation and administers Voluntary Protection Programs, which enable Virginia companies with exemplary safety and health programs to be recognized for their efforts and to be exempted from generally scheduled inspections. Department of Criminal Justice Services(804) 225-2356 The Private Security Services Section is involved in all the aspects of registration, certification and licensure for the industry. They are responsible for processing applications for registration, certification and licensure; ensuring that each individual, and/or business/ training school meets the Code and Regulation requirements; and is involved in the actual issuance of the respective authorization.

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Marine Resources Commission (757) 247-2200. Licenses the taking of various fish, shellfish, and organisms below the fall line on tidal waters; licenses the exportation of oysters, purchasers of shellfish and the conversion of oyster shells to lime; assigns and leases oyster and clam planting grounds; designates certain public grounds closed and open areas; fixes and alters open seasons; restricts methods of taking; fixes minimum size and maximum size and maximum quantity of catch; makes other regulations for the conservation and promotion of the seafood industry; inspects records and vessels; prescribes guidelines for the use of wetlands; issues general permits for the use of stateowned underwater beds; and establishes bulkhead and private pier lines on or over waters under state jurisdiction. Department of Mental Health, Mental Retardation, and Substance Abuse Services (804) 786-3921. Licenses facilities and providers of service to persons with mental illness, persons addicted to drugs or alcohol, and persons with mental retardation. Department of Mines, Minerals, and Energy (804) 692-3200. Licenses and regulates mining, oil and gas drilling, and related activities. Administers and enforces the law and regulations governing: coal and mineral mine worker safety; mine operations and reclamation; gas and oil well and gathering pipeline operations and reclamation. Licenses certain mining occupations, including miners, mine foremen, blasters, electrical repairmen, instructors and inspectors. Registers oil and natural gas drillers and permitted operators; issues permits to drill gas and oil wells and to construct gathering pipelines. Department of Motor Vehicles (804) 367-0538. Licenses motor vehicle manufacturers, factory branches, distributors, dealers, renters, and lessors who dispose (at retail) of motor vehicles, and licenses salesmen; approves new or different franchise or sales agreements; makes regulations to prevent unfair trade practices and protect interests of retail buyers; registers dealers in salvage vehicles or parts, rebuilders, salvage pools and demolishers; collects taxes on the sale, use and rental of motor vehicles and mobile homes; and issues overload permits to trucks. Potomac River Fisheries Commission (804) 224-7148. Licenses and regulates the taking of seafood from the Potomac River; and licenses boats, vessels, and equipment used to take seafood from the Potomac River. Department of Professional and Occupation Regulation (804) 367-8500/ www.dpor.virginia.gov. Licenses architects, asbestos abatement workers, auctioneers, barbers, body piercers, boxers, branch pilots, cemetery operators, contractors, cosmetologists, hair braiders, hearing aid specialists, land surveyors, lead abatement workers, nail technicians, opticians, polygraph examiners, professional engineers, real estate agents and brokers, real estate appraisers, tattooists, tradesmen (electricians, gasfitters, HVAC, plumbers), waste management facility operators, waterworks and wastewater works operators, waste technicians, and wrestlers. Certifies fair housing professionals, geologists, home inspectors, interior designers, landscape architects, professional soil scientists, and professional wetland delineators. Registers condominiums, property owners associations, and timeshares. Administers and enforces federal and state fair housing laws.

Virginia Racing Commission (804) 966-7400. Licenses racetrack owners and operators and issues permits for employment opportunities in connection with pari-mutuel (wagering) horse racing, including racetracks and satellite wagering facilities, horse owners, trainers, jockeys, grooms, race officials, stewards, concessionaries, track management and administrative employees. Department of Social Services (804) 726-7000. Licenses and regulates public and private facilities offering day and residential out-of-home care to children and adults. Included are child and adult care centers, licensed and voluntarily registered family day homes, private child placing and adoption agencies, childrens residential facilities, and adult care residences offering residential or assisted living levels of care. The department also provides for interdepartmental coordination among four state agencies that regulate specialized childrens residential care services and facilities. Department of Transportation (804) 786-2801. Regulates the use of state highways; issues permits for use of highways and adjacent areas; licenses outdoor advertising, the use of highways by public utilities, and the construction, maintenance and operation of toll bridges and toll roads; constructs, maintains and/or operates bridges, tunnels, ferries, rest areas, and commuter parking lots. Department of Treasury (804) 225-2142. Regulates the disposition of abandoned property held by financial institutions, public utilities, life insurance companies and all other business and non-profit entities; requires the delivery of abandoned property held by all such entities; and hears, determines and pays claims from abandoned property held by all such entities; and hears, determines and pays claims from abandoned property in the Departments custody. The Department ensures the proper bond(s) has been acquired by an appointed escheator and appropriate actions are completed in accordance with the purpose of the Escheats Generally statues to place parcels back onto active tax rolls. The Department also prescribes terms and conditions under which financial institutions may serve as depositories for public funds. Department for the Blind and Vision Impaired (804) 371-3140. Licenses and supervises the operation by the blind of vending facilities; and licenses the use of stamps or labels identifying articles made by the blind. Virginia Information Technologies Agency (VITA) - (804) 225-8482. VITA is the consolidated, centralized information technology (IT) organization responsible for operation of the IT infrastructure for Executive branch agencies deemed in-scope by the legislature; governance of IT investments, including major projects and procurements; and procurement of technology-related goods, services, and solutions for VITA and on behalf of other state agencies, institutions of higher education, and localities. www.vita.virginia.gov. Virginia Workers Compensation Commission (formerly Industrial Commission of Virginia) - (877) 664-2566 (toll free). Collects the taxes imposed to finance the Workers Compensation Act from insurers and self-insured employers; adjudicates claims by workers and their dependents for the death, disability and medical awards arising from occupational diseases or injury; adjudicates claims made under the Virginia Birth-Related Neurological Injury Act; administers the Criminal Injuries Compensation Fund.

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